Luxfer (LXFR) DEF 14ADefinitive proxy

We encourage you to cast your vote by one of the following methods:

If your Luxfer ordinary shares are held in “street name” by your broker, bank, trust, or other nominee, only that holder can vote your Luxfer ordinary shares, and the vote cannot be cast unless you provide instructions to your broker, bank, trust, or other nominee or obtain a legal proxy from your broker, bank, trust, or other nominee. You should follow the directions provided by your broker, bank, trust, or other nominee regarding how to instruct such person to vote your Luxfer ordinary shares.

Please note that holders of Luxfer ordinary shares through a broker, bank, trust, or other nominee may be required to submit voting instructions to their applicable broker or nominee at or prior to the deadline applicable for the submission by registered holders of Luxfer ordinary shares. Such holders should, therefore, follow the separate instructions that will be provided by their broker, bank, trust, or other nominee.

YOUR VOTE IS IMPORTANT. Even if you plan to attend the Annual General Meeting, please submit a proxy card or voting instruction form for the Annual General Meeting as soon as possible. For specific instructions on voting, please review this Proxy Statement or the proxy card included with the proxy materials.

The Company is furnishing proxy materials to some of our shareholders electronically by mailing a Shareholder Meeting Notice instead of mailing or e-mailing copies of those materials. The Shareholder Meeting Notice directs shareholders to the following website where they may access our proxy materials and view instructions on how to vote via the internet, mobile device, or by telephone: www.envisionreports.com/LXFR. If you received a Shareholder Meeting Notice and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Shareholder Meeting Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials electronically unless you elect otherwise. Limited copies of proxy materials will be provided free of charge at the Annual General Meeting.

Copies of our Annual Report on Form 10-K (without exhibits) for the year ended December 31, 2022 filed with the SEC on March 1, 2023, and any other documents incorporated by reference in this Proxy Statement will also be made available on our website at https://www.luxfer.com/investors/reports-and-presentations/ prior to the Annual General Meeting. The Company’s UK Annual Report and Accounts for the year ended December 31, 2022, which consist of the UK statutory accounts, the Directors’ Report, the Directors’ Remuneration Report, the Strategic Report, and the Auditor’s Report (collectively, the “UK Annual Report and Accounts”) will also be made available on the Luxfer website. There will be an opportunity at the Annual General Meeting for shareholders to review, ask questions, or make comments on all proxy materials. Please refer to the section entitled “Where You Can Find More Information” on page 91 of the Proxy Statement for more information.

In addition to furnishing proxy materials electronically, we take advantage of the SEC’s “householding” rules to reduce the delivery cost of materials. Under such rules, only one set of proxy materials is delivered to multiple shareholders sharing an address, unless we have received contrary instructions from one or more of the shareholders.

If you are a shareholder sharing an address and wish to receive a separate copy of the proxy materials, you may so request by contacting Computershare by phone at 1-866-641-4276 or by email at investorvote@computershare.com (please include “Proxy Materials Luxfer Holdings PLC” in the subject line and include your full name and address). A separate copy will be promptly provided following receipt of your request, and you will receive separate materials in the future.

If you currently share an address with another shareholder but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting Computershare at the phone number or email address provided above.

Q:        What is the deadline to vote my shares if I do not vote in person at the Annual General Meeting?

A:         If you are a shareholder of record, you may vote by internet or phone until 6:00 p.m. EDT on June 6, 2023 (11:00 p.m. BST on June 6, 2023) or, if you are a shareholder of record and submit a proxy card by mail, the proxy card must be received at the address stated on the proxy card by June 6, 2023. If you are a beneficial owner, please follow the voting instructions provided by your bank, broker, or other custodian.

Q:        How do I attend the Annual General Meeting?

A:         All shareholders of record, whether registered or beneficial, as of the close of business, Eastern Daylight Time, on the Voting Record Date are invited to attend the Annual General Meeting. Representatives of institutional shareholders must bring a legal proxy or other proof that they are representatives of an institution that held shares as of the close of business, Eastern Daylight Time, on the Voting Record Date and are authorized to vote on behalf of such institution.

Q:        May I change or revoke my proxy?

A:         If you are a shareholder of record and have already voted, you may change or revoke your proxy before it is exercised at the Annual General Meeting in the following ways:

• By voting via internet or phone at a later date than your previous vote but prior to the voting deadline of 6:00 p.m. EDT on June 6, 2023 (11:00 p.m. BST on June 6, 2023);

• By mailing a proxy card that is properly signed and dated later than your previous vote and that is received by June 6, 2023; or

• By attending the Annual General Meeting and voting in person.

If you are a beneficial owner, you must contact the record holder of your shares to revoke a previously authorized proxy or voting instructions.

Q:        If my Luxfer ordinary shares are held in “street name” by my broker, bank, or other custodian, will my broker, bank, or other custodian vote my shares for me?

A:         Yes. If your Luxfer ordinary shares are held in “street name” by your broker, bank, or other custodian, only that holder can vote your Luxfer ordinary shares, and the vote cannot be cast unless you provide instructions to your broker, bank, or other custodian or obtain a legal proxy from your broker, bank, or other custodian. Please follow the directions provided by your broker, bank, or other custodian regarding how to instruct such person to vote your Luxfer ordinary shares.

Q:        What is the effect of broker non-votes and abstentions?

A:         A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that item and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your shares with respect to “routine” matters, they do not have discretionary power to vote your shares on “non-routine” matters pursuant to NYSE rules. If you do not provide voting instructions for matters considered “non-routine,” a broker non-vote occurs. If a broker does not receive voting instructions from you regarding non-routine matters, the broker non-vote will have no effect on the vote on such agenda items. For example, the ratification of the selection of the independent auditor is considered a routine matter, and your broker can vote for or against this resolution at its discretion, but the election of Directors is not considered routine for these purposes.

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

A:         If you submit a proxy to Luxfer-designated proxy holders and do not provide specific voting instructions, you instruct Luxfer-designated proxy holders to vote your shares in accordance with the recommendations of the Board of Directors.

Q:        How will voting on any other business be conducted?

A:         Other than matters incidental to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, you instruct Luxfer-designated proxy holders, in the absence of other specific instructions or the appointment of other proxy holders, to vote your shares in accordance with the recommendations of the Board of Directors.

Q:        What constitutes a quorum for the Annual General Meeting?

A:         A quorum is necessary to hold a valid meeting of shareholders. Our Articles of Association require a quorum of two members present in person or by proxy and entitled to vote in order to transact business at a general meeting. A shareholder that is a company is to be considered present if it is represented by a duly authorized representative.

Your shares will be counted towards the quorum if you submit a proxy or vote at the Annual General Meeting. If there is not a quorum, the Annual General Meeting shall be adjourned to another day (being not less than 10 days later, excluding the day on which the meeting is adjourned and the day for which it is reconvened) and at such other time or place as the Chair of the meeting may decide.

Q:        What happens if the Annual General Meeting is adjourned or postponed?

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

Q:        How can I find the results of the Annual General Meeting?

A:         Preliminary results will be announced at the Annual General Meeting. Results will also be published in a current report on Form 8-K to be filed with the SEC within four business days after the meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Q:        Why did I receive more than one set of proxy materials or multiple proxy cards?

A:         You may have received multiple sets of proxy materials if you hold your shares in different ways or accounts (for example, 401(k) accounts, joint tenancy, trusts, custodial accounts) or in multiple accounts. If you are the beneficial owner of shares held in “street name,” you will receive your voting information from your bank, broker, or other custodian, and you will vote in accordance with the instructions set forth in the materials you receive from your bank, broker, or other custodian. Please vote your proxy for each separate account you have.

Q:        Why did my household receive only one copy of the proxy materials?

A:         We take advantage of the SEC’s “householding” rules to reduce the delivery cost of materials. Under such rules, only one set of proxy materials is delivered to multiple shareholders sharing an address unless we have received contrary instructions from one or more of the shareholders. If you are a shareholder sharing an address and wish to receive a separate copy of the proxy materials, you may so request by contacting Computershare by phone at 1-866-641-4276 or by email at investorvote@computershare.com (please include “Proxy Materials Luxfer Holdings PLC” in the subject line and include your full name and address). A separate copy will promptly be provided following receipt of your request, and you will receive separate materials in the future. If you currently share an address with another shareholder but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting Computershare at the phone number or email address provided above.

2023 PROXY STATEMENT
SUMMARY

The Annual General Meeting of Luxfer shareholders will be held at the Luxfer MEL Technologies site, located at Lumns Lane, Manchester, M27 8LN, United Kingdom (with entrance on Rake Lane), on Wednesday, June 7, 2023, at 8:30 a.m. BST.

Only Luxfer shareholders of record at the close of business, Eastern Daylight Time, on April 19, 2023 (the “Voting Record Date”) are eligible to receive notice of and vote at the AGM. If you are the beneficial owner of Luxfer ordinary shares (i.e., you hold Luxfer ordinary shares in “street name”) as of the Voting Record Date, you will have the right to

direct your broker, bank, trust, or other nominee on how to vote such shares at the AGM. If you are a shareholder of record or a beneficial owner as of the Voting Record Date, we encourage you to cast your vote as soon as possible in one of the following ways:

WE ENCOURAGE YOU TO VOTE YOUR SHARES BY SUBMITTING A PROXY AS SOON AS POSSIBLE. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET NO LATER THAN 6:00 P.M. EDT ON JUNE 6, 2023 (11:00 P.M. BST ON JUNE 6, 2023) OR, IF YOU ARE VOTING BY MAIL, YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD BY JUNE 6, 2023.

We realized strong end-market demand, input cost inflation, supply chain challenges, and competitive labor conditions in 2022. Against this backdrop, we delivered a 13% sales increase, including a 2% contribution from volume and mix, and 5% growth in adjusted earnings per share. We also continued to solidify our strong capital position, ending the year with a net debt to EBITDA ratio of 1.1x and $81 million in total available liquidity. On a trailing twelve-month basis, we delivered 14.9% ROIC from adjusted earnings. We also returned approximately $25 million to shareholders through dividends and share buybacks throughout the year, including a 4% increase in our quarterly dividend to 13 cents per share as announced in March 2022. In addition, we reinforced our commitments to our customers, employees, shareholders and communities with efforts that included the implementation of the Luxfer Business System and the publishing of our second biannual Sustainability Report. 2

The Company wishes to highlight the following Board transitions, which occurred in fiscal year 2022:

• As announced on May 31, 2022 in the form of a proxy statement supplement, Luxfer committed to appoint a racially or ethnically diverse Director within three months of the 2022 Annual General Meeting, or no later than September 8, 2022. Having delivered on this commitment, Sylvia A. Stein was appointed as a Non-Executive Director effective August 1, 2022. Ms. Stein was identified as a potential new Director due largely to her background in advising global public companies, particularly in matters related to business strategy, sustainability, regulatory compliance, mergers and acquisitions, and talent management. She serves as a member of the Nominating & Governance Committee and the Audit Committee.

• Andy Butcher was named Chief Executive Officer and joined the Board as an Executive Director effective May 6, 2022.

• Effective March 11, 2022, the Board appointed Patrick Mullen as Board Chair. Mr. Mullen continues to serve as a member of the Nominating and Governance Committee and the Remuneration Committee.

• Alok Maskara elected to leave the Company in pursuit of another opportunity and therefore resigned from his position as Chief Executive Officer and Executive Director effective May 5, 2022.

• David Landless, who was elected to the Board in 2013 and served as Board Chair from 2019 to March 2022, did not stand for re-election at the 2022 Annual General Meeting, in accordance with the Company’s Corporate Governance Guidelines, which advise retirement of Directors after nine years of service.

For more information on our Directors, please see “Directors Standing for Election or Re-Election” on page 23.

Luxfer is committed to strong corporate governance practices and policies, which support effective Board leadership and prudent management practices. Key features of our corporate governance practices include the following:

• Annual election of all Directors, with majority voting in uncontested Director elections;

• All Director nominees are independent, except for our CEO;

• Independent Board Chair;

• Independent Audit, Nominating and Governance, and Remuneration Committees;

• No Director nominees have disclosable related party transactions or conflicts of interest;

• Robust risk oversight by the full Board, with specific responsibilities delegated to the relevant Board Committees;

• Purposeful inclusion of key risk areas on Board and/or Committee agendas, enabling continuous Board oversight of risk mitigation;

• Engagement with business leaders to discuss short-term and long-term strategic opportunities and associated risks;

• Annual advisory vote on executive compensation;

• Incentive compensation includes design features intended to balance “Pay for Performance” with the appropriate level of risk taking;

• Commitment to Board refreshment and diversity;

• Range of Director tenures and experience facilitate effective oversight and a balance between historical experience and fresh perspectives;

• Annual Board, Committee, and Director evaluations to enable evolution and improvement of Board skill and perspective;

• Annual review of Committee Charters and Corporate Governance Guidelines to ensure alignment with best practices;

• Stock Ownership Guidelines applicable to Directors and Executive Officers to encourage investment in the Company and alignment with shareholder interests;

• Provisions on overboarding for Directors;

• Policies prohibiting hedging, pledging, short sales, and margin accounts in relation to Company securities; and

• Commitment to health, safety, and environmental sustainability.

For more information on Corporate Governance, please see the section entitled “Our Board of Directors and Corporate Governance” on page 23.

In December, we published our 2022 Sustainability Report, a biennial report highlighting our ongoing efforts to drive sustainability in our operations. Building on our inaugural report published in 2020, the 2022 Sustainability Report includes (i) more granular environmental and social data through 2021; (ii) an update on our progress towards meeting our 2025 Environmental Goals; (iii) greater discussion on sustainability governance and climate-related risks; and (iv) insight into new and ongoing sustainability initiatives. We invite you to read the full report on our website at https://www.luxfer.com/environment-social-and-governance/.

Key features of Luxfer’s sustainability efforts in 2022 include:

• Board oversight of ESG matters, including strategic planning, risks, and opportunities, with regular updates from the CEO and senior management;

• Targeted investments in new projects and technology to reduce our carbon footprint and increase operational efficiencies;

• Biannual ESG scorecard reviews with the CEO, senior management, and environmental, health, and safety team members;

• Increased talent, investment, and resources for IT security;

• Expanded diversity, equity, and inclusion recruitment practices and increased diversity training;

• Demonstrated track record of safety performance; and

• Continued fostering of a performance culture with high ethical standards that values integrity, accountability, and innovation, and which is designed to encourage individual growth and operational effectiveness.

For more information on Luxfer’s ESG efforts, please see the section entitled “Environment, Social and Governance Initiatives” on page 35.

Our executive compensation program is designed to motivate behaviors that cultivate sustainable growth and shareholder value creation, provide rewards commensurate with individual and Company performance, reward executives for achieving financial and strategic objectives, and provide an appropriate balance between short-term and long-term and fixed and variable pay. The majority of our Named Executive Officers’ compensation is variable and contingent on performance. In designing our executive compensation program, establishing performance measures, and setting executive compensation packages, we conduct benchmarking analyses, no less than every three years but oftentimes annually, to ensure compensation is competitive with market practices. Total compensation packages, as well as base salary, annual cash incentive opportunities, and target equity awards, are evaluated against compensation levels at our comparative peer group companies. While target incentive opportunities are set by reference to a comparable market rate, our incentive plans provide for payouts to be based upon performance, which can result in payouts above or below target levels. Our compensation programs are designed to provide an appropriate balance of short and long-term compensation, fixed and variable pay, and cash and equity-based compensation, as well as reflect our philosophy of providing pay for performance.

Generally, the variable pay earned by our executives in 2022 was lower than that earned in 2021. The Company as a whole achieved Management EBITA and Cash Conversion at levels below Target, with Management EBITA exceeding the Threshold level but falling below Target level and Cash Conversion falling below Threshold. Lower cash incentive payouts were driven by unprecedented increases in the cost of raw materials, which placed considerable pressure on delivery of Management EBITA and Cash Conversion in many business units. The performance periods with respect to the performance-based equity awards remain ongoing. These Executive Compensation Highlights should be read in connection with the executive compensation information included in this Proxy Statement, including the sections entitled “Executive Compensation Discussion and Analysis” and “Executive Compensation Tables” on pages 47 through 82.

RESOLUTION 8

APPROVAL OF EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 and the related rules of the SEC and NYSE, our shareholders have the opportunity to cast an advisory vote to approve the compensation of our Named Executive Officers disclosed in the section of this Proxy Statement entitled “Executive Compensation Discussion and Analysis” on page 47.

Executive compensation is an important matter to the Board of Directors, the Remuneration Committee, and our shareholders. We have designed our executive compensation program to align executive and shareholder interests by rewarding the achievement of specific annual, long-term, and strategic goals that are intended to create long-term shareholder value. We believe that our executive compensation program (i) provides competitive compensation that will motivate and reward executives for achieving financial and strategic objectives; (ii) provides rewards commensurate with performance to incentivize the Named Executive Officers to perform at their highest levels; (iii) encourages growth and innovation; (iv) attracts and retains the Named Executive Officers and other key executives; and (v) aligns our executive compensation with shareholders’ interests through the use of equity awards and other variable pay.

The Remuneration Committee has overseen the development and implementation of our executive compensation program in line with the foregoing compensation objectives. The Remuneration Committee also continuously reviews, evaluates, and updates our executive compensation program to ensure that we provide competitive compensation that motivates the Named Executive Officers and other key executives to perform at their highest levels, while increasing value to our shareholders.

Resolution 8 is an ordinary resolution. The text of Resolution 8 is as follows:

8.   IT IS RESOLVED, by non-binding advisory vote, that the compensation of the Company’s Named Executive Officers for the year ended December 31, 2022 be approved.

As Resolution 8 is an advisory vote, the result of the vote is advisory only and will not be legally binding on the Board of Directors or any committee thereof to take or refrain from taking any action. However, our Board values the opinions of our shareholders as expressed through advisory votes and other communications and will carefully consider the outcome of the advisory vote.

RESOLUTION 9

FREQUENCY OF “SAY-ON-PAY” VOTES

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 and the related rules of the SEC and NYSE, our shareholders have the opportunity to cast an advisory vote to approve the compensation of our Named Executive Officers. Resolution 9 affords shareholders the opportunity to cast an advisory vote on how often we should include a say-on-pay proposal in our proxy materials for future annual shareholder meetings or any special shareholder meeting for which we must include executive compensation information in that meeting’s proxy statement (a “Say-on-Pay Vote”). Under this Resolution 9, shareholders may vote to hold a Say-on-Pay Vote every year, every two years, or every three years.

As an advisory vote, this proposal is not binding on Luxfer, the Board of Directors, or the Remuneration Committee. However, the Board of Directors and the Remuneration Committee value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of conducting Say-on-Pay Votes.

At the 2022 Annual General Meeting, the Company’s shareholders voted to hold a Say-on-Pay Vote on the compensation of the Company’s Named Executive Officers every 1 year, consistent with the recommendation of the Board. In light of these results and other factors, on June 8, 2022, the Board resolved that it would hold an advisory vote on the compensation of its Named Executive Officers every 1 year until the Board holds the next shareholder advisory vote on the frequency of Say-on-Pay Votes, which shall occur at the 2023 Annual General Meeting. It is expected that the next Say-on-Pay Vote will occur at the 2024 Annual General Meeting.

Resolution 9 is an ordinary resolution. The text of Resolution 9 is as follows:

9.   IT IS RESOLVED, by non-binding advisory vote, that a Say-on-Pay Vote be held every 1 year.

As Resolution 9 is an advisory vote, the result of the vote is advisory only and will not be legally binding on the Board of Directors or any committee thereof to take or refrain from taking any action. However, our Board values the opinions of our shareholders as expressed through advisory votes and other communications and will carefully consider the outcome of the advisory vote.

RESOLUTION 10

APPOINTMENT OF INDEPENDENT AUDITOR

The Audit Committee has selected and appointed PricewaterhouseCoopers LLP (“PwC”) to audit the Company’s financial statements for the fiscal year ending December 31, 2023. The Board, upon recommendation of the Audit Committee, is asking Luxfer shareholders to ratify the re-appointment of PwC as the Independent Auditor of the Company. Although approval is not required by our Articles of Association, the Board of Directors is submitting the re-appointment of PwC to our shareholders because we value our shareholders’ views on our Independent Auditor. If the re-appointment of PwC is not ratified by shareholders, it will be considered a notice to the Board of Directors and the Audit Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different Independent Auditor at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. In accordance with the Companies Act, any appointment of the Company’s Independent Auditor will continue to be subject to shareholder ratification.

The Audit Committee is directly responsible for the appointment, remuneration, retention, and oversight of the Independent Auditor retained to audit the Company’s financial statements. PwC has been retained as the Company’s Independent Auditor since 2015. In determining whether to re-appoint PwC as the Company’s Independent Auditor, the Audit Committee took into account a number of factors, including PwC’s independence and objectivity; PwC’s capability and expertise in handling our industry, including the expertise and capability of the lead engagement partner; historic and recent performance, including the extent and quality of PwC’s communications with the Audit Committee; the results of management and Audit Committee evaluations of PwC’s overall performance; the appropriateness of PwC’s fees, both on an absolute basis and as compared with its peers; and the length of time that PwC has been engaged. Consistent with regular rotation requirements, a new lead engagement partner was appointed to lead PwC’s audit of Luxfer’s financial statements in 2020. The members of the Audit Committee and the Board of Directors believe that the continued retention of PwC as the Company’s Independent Auditor is in the best interests of the Company and our shareholders.

We expect that a representative of PwC will be present at the Annual General Meeting and will have the opportunity to make a statement, if he or she desires, as well as be available to respond to any questions.

Resolution 10 is an ordinary resolution. The text of Resolution 10 is as follows:

10. IT IS RESOLVED that the re-appointment of PricewaterhouseCoopers LLP as the Independent Auditor of the Company until conclusion of the 2024 Annual General Meeting be ratified.

Ratification of the re-appointment of PricewaterhouseCoopers LLP as the Independent Auditor of Luxfer Holdings PLC for the year ending December 31, 2023 requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.

RESOLUTION 11

INDEPENDENT AUDITOR’S REMUNERATION

The Board, upon the recommendation of the Audit Committee, is asking Luxfer’s shareholders to authorize the Audit Committee of the Board of Directors to set the Independent Auditor’s remuneration.

The Audit Committee is directly responsible for the appointment, remuneration, retention, and oversight of the Independent Auditor retained to audit Luxfer’s financial statements. The Audit Committee, with the input of management, is responsible for the audit fee negotiations associated with the Company’s retention of PricewaterhouseCoopers LLP. The Audit Committee and the Board of Directors believe that the remuneration level set for our Independent Auditor is competitive and in the best interests of the Company and our shareholders.

Resolution 11 is an ordinary resolution. The text of Resolution 11 is as follows:

11. IT IS RESOLVED that the Audit Committee of the Board of Directors be authorized to set the Independent Auditor’s remuneration.

Authorization of the Audit Committee to set the Independent Auditor’s remuneration requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.

RESOLUTION 12

AUTHORITY TO ALLOT SHARES AND TO GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES

This Resolution 12 is required under the Companies Act for the Company to allot, or issue, shares and to grant rights to subscribe for or convert any security into shares. This authorization is customary for public limited companies incorporated under the laws of England and Wales, required as a matter of UK law, and is not otherwise required for companies listed on the New York Stock Exchange or organized within the United States.

Under the Companies Act, Directors are, with certain exceptions (such as in connection with employees’ share schemes), unable to allot shares without being authorized either by the Company’s Articles of Association or by shareholder resolution. Unlike most companies listed on the New York Stock Exchange with perpetual authority to allot shares provided for in their Charter or Articles of Incorporation, our Board’s power to allot shares is restricted in terms of the number of shares and the time period during which they may be allotted.

The Company sought a similar authority at the 2016 Annual General Meeting of Shareholders, which has since expired. Therefore, the Company is now requesting that the Board of Directors be authorized to allot shares up to an aggregate nominal amount of $8,752,767, which is equivalent to approximately 33% of the aggregate nominal value of the issued ordinary share capital of the Company as of April 1, 2023 (the latest practicable date prior to the publication of this Proxy Statement).

Unless previously renewed, revoked or varied, the authority sought under this Resolution 12 will, if granted, (i) apply in substitution for all existing authorities under section 551 of the Companies Act; and (ii) expire upon conclusion of the 2024 Annual General Meeting or, if earlier, the close of business on the date that is fifteen (15) months after the date on which the resolution is passed, which is consistent with the approach taken by UK public companies. The authority sought under this Resolution 12 permits the Company to make, before expiration of said authority, any offer or agreement that would or might require shares in the Company to be allotted, or rights to subscribe for or convert securities into shares in the Company to be granted, and to allot shares or grant rights to subscribe for or covert securities into shares in furtherance of any such offer made before expiration of said authority, notwithstanding that the authority conferred by this resolution has expired.

The Board of Directors has no present intention to exercise the authority sought under this Resolution 12, other than to satisfy awards pursuant to the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan, amended and restated as of June 8, 2022. However, the Board believes that it is important for the Company to retain the flexibility to allot shares on an accelerated basis should the Directors determine it is necessary or advisable and in the best interests of shareholders, without incurring the costs or delays associated with calling a special meeting and preparing and circulating proxy materials to approve specific allotment of shares.

Granting the Board this authority is a routine matter for public limited companies incorporated in England and Wales and is consistent with English market practice. We are not asking our shareholders to approve an increase in our authorized share capital or to approve a specific issuance of shares. Instead, approval of this Resolution 12 will only grant the Board of Directors the authority to allot shares upon the terms set forth below. In addition, we note that, because we are a NYSE-listed company, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and SEC, including those rules that limit our ability to issue shares in specified circumstances.

Resolution 12 is an ordinary resolution. The text of Resolution 12 is as follows:

12. IT IS RESOLVED that:

(a)  the Board of Directors be generally and unconditionally authorized, for the purposes of section 551 of the Companies Act, to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of $8,752,767 to such persons and at such times and on such terms as the Directors think proper, provided that this authority shall, unless renewed, varied, or revoked by the Company, expire upon conclusion of the next Annual General Meeting of the Company or, if earlier, the close of business on the date that is fifteen (15) months after the date on which this Resolution 12 is passed;

(b)  the Directors be authorized to make, before the authority set out in paragraph (a) above has expired, any offer or agreement which would or might require shares in the Company to be allotted or rights to subscribe for or convert securities into shares in the Company to be granted after such expiry, and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement, notwithstanding that such authority has expired;

(c)  subject to paragraph (d) below, all existing authorities conferred on the Board of Directors pursuant to section 551 of the Companies Act be revoked; and

(d)  paragraph (c) above shall be without prejudice to the continuing authority of the Board of Directors to allot shares, or grant rights to subscribe for, or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority to which such offer or agreement was made, and to any allotment of shares or grant of rights already made pursuant to any such authority.

Authorization of the Board of Directors to allot shares requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.

capital raising activities for the Company. Furthermore, the Board will only be authorized to disapply preemption rights if it is authorized to allot shares, for which authority is being sought under Resolution 12. The approval of this Resolution 13 by the Company’s shareholders will not substitute for any approvals that may be required under the rules of the NYSE and/or by the SEC.

Resolution 13 is a special resolution. The text of Resolution 13 is as follows:

1.   IT IS RESOLVED that, subject to Resolution 12 being duly passed as an ordinary resolution, the Board of Directors be generally authorized, in accordance with sections 570 and 573 of the Companies Act, to allot equity securities (as defined in section 560 of the Companies Act) for cash, pursuant to the authority conferred on the Board by Resolution 12 above, and/or to sell ordinary shares (as defined in section 560 of the Companies Act) held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act did not apply to any such allotment or sale. This power:

(a)  shall be limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of $1,326,177 for any purpose;

(b)  shall expire upon conclusion of the 2024 Annual General Meeting or, if earlier, the close of business on the date that is fifteen (15) months after the date on which this resolution is passed (unless previously renewed, varied or revoked by the Company), save that the Board may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted and/or treasury shares to be sold after such expiry, and the Directors may allot equity securities and/or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this Resolution 13 had not expired; and

(c)  is in substitution for all subsisting authorities (but without prejudice to any allotment of equity securities already made pursuant to such previous authorities).

Authorization of the Board of Directors to disapply preemption rights with respect to equity securities allotted and/or treasury shares sold for cash requires the affirmative vote of at least 75% of the votes cast in person or by proxy at the Annual General Meeting.

Our Nominating and Governance Committee Charter provides that the Nominating and Governance Committee will consider persons properly recommended by shareholders or interested parties to become nominees for election as Directors in accordance with the criteria described above under “Director Nominee Skills and Characteristics” and the requirements of our Articles of Associations. Recommendations for consideration by the Nominating and Governance Committee, together with appropriate biographical information concerning each proposed nominee, should be sent in writing to c/o Company Secretary, Luxfer Holdings PLC, 8989 North Port Washington Road, Suite 211, Milwaukee, Wisconsin, 53217, United States.

Further information relating to shareholder nominations and proposals can be found in the section entitled “2024 Annual General Meeting: Shareholder Proposals and Nominations” on page 91.

The Board determines the independence of each Director based upon the NYSE listing standards, SEC regulations, and the Directors’ answers to questions on independence included in our annual Directors’ and Officers’ Questionnaire. Based on these standards, the Board of Directors has affirmatively determined that all Non-Executive Directors standing for election at the AGM (i.e., Patrick Mullen, Richard Hipple, Clive Snowdon, Sylvia A. Stein, and Lisa Trimberger) are independent and have no material relationship with the Company that would interfere with their exercise of independent judgment. The Company’s Board of Directors has historically included and, to date, includes the Chief Executive Officer as the sole Executive Director. The Board has affirmatively determined that Andy Butcher, currently the only Executive Director, is not independent because he serves as Luxfer’s Chief Executive Officer.

In determining independence, the Board considers several factors related to the materiality of each Director’s relationship with Luxfer, including the Director’s affiliations with other organizations, such as employment, director, officer, shareholder, commercial, industrial, banking, consulting, legal, accounting, charitable, and familial affiliations. Given the nature of the advanced materials industry, an important factor the Board considers is whether the Director serves as an employee of another company that is a customer, supplier, or competitor of Luxfer. While the Board has reviewed relevant relationships and found no significant relationships that would interfere with a Director’s independent judgment, the Board discloses the following relationships as part of its commitment to transparency:

• Richard Hipple serves as a Director of KeyCorp, a provider of retail and commercial banking services in the United States. A Metals Equity Research Analyst at KeyCorp has conducted research on Luxfer in the past and continues to do so; however, KeyCorp began research coverage of Luxfer prior to Mr. Hipple joining the Luxfer Board of Directors, and Mr. Hipple has not been involved in any such research. Moreover, KeyCorp does not provide financing to Luxfer, although it has provided banking services to Luxfer prior to Mr. Hipple joining the Board. Because Luxfer’s relationship with KeyCorp is at arms-length and Mr. Hipple has not been directly involved in any of Luxfer’s dealings with KeyCorp, the Board does not view this relationship significant enough to affect Mr. Hipple’s independence as a Director of Luxfer.

• Prior to her retirement in 2014, Lisa Trimberger served as an Audit Partner at Deloitte & Touche LLP. Prior to Ms. Trimberger joining the Board, Deloitte was providing and continued to provide non-audit advisory services to the Company through March 2022. Because Luxfer’s relationship with Deloitte is at arms-length and is not independent audit-related the Board does not view this previous relationship significant enough to affect Ms. Trimberger’s independence as a Director of Luxfer.

The Board believes it is important to maintain flexibility in choosing the leadership structure that best meets the needs of the Company and its shareholders, based on circumstances that exist at the time and the qualifications of available individuals. We do not have a policy requiring the positions of Board Chair and Chief Executive Officer to be held by different persons. However, these two positions have historically been separate and are expected to remain separate. The Board believes this structure is advantageous because it provides the appropriate balance between strategy development and oversight of management. It also allows the CEO to focus attention on driving business performance rather than Board governance. Additionally, this structure is consistent with corporate best practices, the Institutional Shareholder Services’ (ISS) recommendation, the views of Luxfer’s shareholders, and the UK Corporate Governance Code. The responsibilities of an independent Board Chair include, among other things:

• leading the Board, including the oversight and coordination of the Board’s and its Committees’ work;

• serving as a liaison between the CEO, other members of senior management, the Non-Executive Directors, and the Committee Chairs;

• presiding at all meetings of the Board, including executive sessions of the independent Non-Executive Directors;

• presiding at all meetings of the shareholders;

• setting the Board’s meeting agendas and ensuring there is sufficient time for discussion of all agenda items;

• recommending agendas for shareholder meetings and providing guidance to the Board on positions the Board should take on issues to come before shareholder meetings;

• participating in discussions with the Nominating and Governance Committee on matters related to Board and Committee organization, composition, membership terms, and meeting structure; and

• participating in discussions with the Nominating and Governance Committee and Remuneration Committee on matters related to the hiring, evaluation, and compensation of, and the succession planning for, the CEO, other executives, and Directors.

Luxfer’s Board of Directors is currently led by Patrick Mullen, who was appointed Board Chair in March 2022. Mr. Mullen is a Non-Executive Director and is considered independent under the NYSE listing standards and relevant SEC regulations. Luxfer believes that Patrick Mullen’s service as Board Chair is appropriate because of his extensive global industrial experience, including his previous executive leadership and management roles within industrial manufacturing companies; history of serving on the boards of other public companies; and knowledge of the manufacturing and engineering industries in general.

Luxfer maintains an Enterprise Risk Management (ERM) program, which is the Company’s overall framework for identifying, assessing, monitoring, and mitigating the Company’s most significant risks. A wide breadth of potential risks relevant to the Company are evaluated under our ERM program, including those that could present financial, operational, or strategic risk. Through the ERM program, we apply standard risk management assessments and terminology aligned with the Committee of Sponsoring Organizations (COSO) Enterprise Risk Management Framework to each of Luxfer’s business units and corporate functions.

Luxfer’s Board oversees the management of risks relevant to the Company as part of regular Board and Committee meetings. Topics reviewed by the Board as part of its risk oversight responsibilities include, but are not limited to, the implementation of the Company’s strategic plan; its acquisitions and divestitures; its capital structure, allocation, and liquidity; material litigation; compliance with laws and regulation; sustainability, climate, and ESG-related risks; and its organizational structure. While the full Board has overall responsibility for risk oversight, the Board delegates oversight responsibility for specific risks across its Committees, considering the Committees’ responsibilities, and the skills and experience of the Committees’ members. In particular, the Audit Committee oversees the Company’s annual ERM processes, including the establishment of the Risk Framework and completion of the annual Risk Assessment by management.

Luxfer’s management has day-to-day responsibility for identifying, evaluating, managing, and mitigating the Company’s risk. On an annual basis, Luxfer management establishes and/or updates, as appropriate, a Risk Framework and completes a Risk Assessment. Our Risk Framework and Assessments are accompanied by an internal manual to ensure a consistent and methodical assessment of the risks to which the Company is exposed. The manual provides guidance to help quantify the materiality of each risk, including its timing, likelihood, magnitude, scope, and financial impact. Each risk identified in the Risk Framework is reviewed by management and our Internal Audit team. Risks are prioritized based on their relative likelihood and magnitude of the range of expected financial impact. Management and the Internal Audit team review and consolidate risk assessment results at the enterprise level, ensuring they reflect the combined impact of interrelated risks such that they would be managed effectively. Risks identified as “top risks” are reviewed annually with Luxfer’s Executive Leadership Team, the Audit Committee, and the Board of Directors as a whole.

After material risks are reviewed, our ERM program involves the development, recommendation, and implementation of response plans appropriate to each risk. Response plans are developed and recommended by regional risk management teams, and then reviewed and modified as necessary by Internal Audit. Once approved, the response plans are implemented under the oversight of management teams across the relevant locations or functions. Throughout the year, Internal Audit, with oversight from the Board and/or specific Board Committee, monitors the implementation and progress of response plans. Results from such monitoring are reported to the Board of Directors as part of regular Committee updates during each quarterly meeting or as otherwise needed.

Luxfer’s Board oversees the Company’s long-term business strategy, which includes, among other matters, our strategic framework; business performance and development strategies; growth plans; and approach to commercial excellence, human capital management, lean operations, innovation, and sustainability. Working with Luxfer’s Executive Leadership Team and other key personnel, our Board engages in an in-depth strategic review of Luxfer’s outlook

and strategies at least once per year to consider specific issues relevant to the overall conduct of our business, including financial performance, emerging challenges and opportunities, enterprise risks, safety, sustainability, culture, mergers & acquisitions, and other strategic matters. The Company’s strategic plan is approved by the Board annually and serves as a foundation upon which goals and actions are established. Throughout the year, the Board monitors management’s progress against these goals.

The Board views its role in succession planning and talent development as a key responsibility. At least once annually, usually as part of the annual talent review process, the Board discusses and reviews the succession plans for the Chief Executive Officer, Chief Financial Officer, Executive Leadership Team, and other key contributors. The Directors become familiar with potential successors for key management positions through various means, including annual talent reviews, presentations to the Board, regular updates to the Chair of the Nominating and Governance Committee, and communications outside of meetings. Our succession planning process is an organization-wide practice designed to proactively identify, develop, and retain the leadership talent critical to the future success of the Company.

Annual evaluation of Board performance helps ensure that the Board and its Committees function effectively and in the best interest of our shareholders. The Nominating and Governance Committee is responsible for establishing and overseeing a process for evaluation. The Board conducts an annual evaluation of the Board and each Committee. The evaluation process consists of a written evaluation comprising both quantitative scoring and qualitative comments on a range of topics, including the composition and structure of the Board and Committees, the type and frequency of communications and information provided to the Board and its Committees, the Board’s and its Committees’ effectiveness in carrying out their functions and responsibilities, the effectiveness of the Committee structure, Directors’ preparation and participation in the meetings, and the values and culture displayed by the Directors. With the assistance of the Company Secretary, the evaluation responses are compiled by the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee Chair leads a discussion of the evaluation results at the following Board and Committee meetings. Following review of the evaluation results, particular areas of focus and key actions are identified. Throughout the year, the Nominating and Governance Committee monitors progress against the key actions identified and provides status updates to the full Board as part of regular Board meetings. Additionally, verbal evaluations are conducted in independent executive sessions at the end of every Board and Committee meeting.

In addition to Board and Committee evaluations, the Nominating and Governance Committee recently implemented, and the Directors complete, peer and self-evaluations of individual Director performance, which are aimed at identifying individual Director strengths and development areas. The results of Director evaluations are anonymous and discussed solely by the individual Director and Chair of the Nominating and Governance Committee.

Board education is an ongoing, year-round process, which begins when a Director joins our Board. Upon joining the Board, new Directors are provided with an orientation to the Company, including our businesses, strategy, and governance. On an ongoing basis, Directors receive educational presentations on a variety of topics related to their responsibilities as Directors and the industries in which Luxfer operates. These presentations are provided by external advisors and/or our senior management team. In 2022, topics for Board education included Luxfer values and culture; anti-bribery; anti-trust compliance; global insider dealing; global business ethics; capital markets; merger and acquisition strategy, including strategic options; SEC climate and cybersecurity proposals; cybersecurity; ESG; and diversity and unconscious biases.

Luxfer is committed to the highest standards of corporate governance and ethics. As such, the Board of Directors has adopted a set of Corporate Governance Guidelines. These guidelines describe the principles and best practices that the Board follows in carrying out its responsibilities in order to (i) ensure that the Company is run in a transparent and ethical manner and (ii) support the Company’s core objectives in furtherance of its values. Additionally, the Board has adopted a Code of Ethics and Business Conduct, which is the designated code of ethics applicable to our Chief Executive Officer, Executive Officers, Board of Directors, and anyone conducting business on Luxfer’s behalf.

The Board reviews best practices and developments in corporate governance, and, if appropriate, revises the Corporate Governance Guidelines, Code of Ethics and Business Conduct, Committee Charters, and other governance instruments at least once annually in accordance with the rules and best practices of the SEC and NYSE. Copies of these documents are available on our website at https://www.luxfer.com/investors/governance/.

Luxfer’s Code of Ethics and Business Conduct and Corporate Governance Guidelines address conflicts of interest. As provided in the Code of Ethics and Business Conduct, a “conflict of interest” occurs when an individual’s private interest (or the interest of a member of their family) interferes, or even appears to interfere, with the interests of the Company. A conflict of interest can arise when an employee, Executive Officer, or Director (or a member of their family) takes actions or has interests that may make it difficult to perform their work for Luxfer objectively and effectively. Conflicts of interest also arise when an employee, Executive Officer, or Director (or a member of their family) receives improper personal benefits as a result of their position in Luxfer or another organization. The Company periodically, but no less frequent than annually, solicits information from Directors and Executive Officers in order to monitor potential conflicts of interest. Directors and Executive Officers are expected to always be mindful of their fiduciary obligations to the Company, and they must seek determinations and prior authorizations or approvals of potential conflicts of interest from (i) the Board Chair or Nominating and Governance Committee, as appropriate, in the case of Directors or (ii) Luxfer’s General Counsel, or where a conflict arises, the Nominating and Governance Committee, in the case of Executive Officers. In 2022, there were no conflicts of interest.

In addition to standards set forth in our Corporate Governance Guidelines, Luxfer has established a Related Party Transactions Policy. In accordance with the Related Party Transactions Policy and consistent with Section 314.00 of the NYSE Listed Company Manual, as amended on April 2, 2021 and August 26, 2021, the Audit Committee must conduct a reasonable prior review of all “Related Party Transactions” and prohibit such a transaction if it determines it to be inconsistent with the interests of the company and its shareholders. A “Related Party Transaction” is any transaction directly or indirectly involving a Related Party that is required to be disclosed under Item 404(a) of Regulation S-K of the Securities Act. Under Item 404(a), the Company is required to disclose any transaction, arrangement, or relationship, or any series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness), since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which (a) the amount involved will or may be expected to exceed $120,000 in any fiscal year; (b) the Company was or is to be a participant; and (c) any Related Party had or will have a direct or indirect material interest.

In considering whether to approve a Related Party Transaction, the Audit Committee takes into account, all of the relevant terms, facts, and circumstances available to it, including but not limited to the following, if applicable: (i) the information made available in the notice described in Section 3.0 of the Company’s Related Party Transactions Policy; (ii) the purpose of the transaction and its potential risks and benefits to the Company; (iii) the interests of all Related Parties in the Related Party Transaction; (iv) the role, if any, the Related Parties played in arranging the transaction; (v) whether the transaction was or is proposed to be undertaken in the ordinary course of the Company’s and the Related Party’s business; (vi) whether the Related Party Transaction is material to the Company; (vii) whether the terms and conditions of the Related Party Transaction are fair to the Company and usual and customary in the market; (viii) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; (ix) the availability of other sources for comparable products or services; (xi) in the event the Related Party is a Director, an Immediate Family Member of a Director,

or an entity in which a Director is a partner, shareholder, or executive officer, the impact of the transaction on the Director’s independence, and if the Director serves on the Remuneration Committee, such Director’s status as a “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and, if applicable, an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended; and (xii) the information required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K of the Securities Act if the Company were to enter into the Related Party Transaction. In 2022, there were no Related Party Transactions.

Various Luxfer policies address security ownership, including the Insider Trading and Dealing Policy and the Stock Ownership Guidelines. Particularly, Luxfer’s Insider Trading and Dealing Policy prohibits a number of transactions by “Covered Persons.” “Covered Persons” include Directors, Executive Officers, and various Luxfer employees and consultants in management, corporate, finance, IT, and investor relations roles. Specifically, the Policy prohibits the following in relation to Company securities: short-term trading, short sales, options trading, trading on margin, and hedging. All Covered Persons – including family members of Covered Persons, members of a Covered Person’s household, and entities controlled by Covered Persons – are expected to comply with the Insider Trading and Dealing Policy, as well as applicable securities laws and regulations.

Further, Luxfer has established Stock Ownership Guidelines, which apply to all Directors, Executive Officers, and any other key employees that the Remuneration Committee may identify from time to time in consultation with management. The Company’s Articles of Association do not currently require Directors to hold a minimum number of shares in the Company in order to qualify for appointment to the Board of Directors; however, the Stock Ownership Guidelines provide the Company’s expectations as to the minimum amount of shares such persons should own in the Company. These minimum amounts are based on the total value of the shares owned by a person being equal to a certain multiple of such person’s annual base salary or retainer fee. Additionally, the Stock Ownership Guidelines include share retention ratios to assist in a person’s continuous progress toward their respective ownership guideline. Directors and Executive Officers are expected to achieve the minimum ownership guidelines within five years of the effective date of the Stock Ownership Guidelines or their appointment or election, whichever occurs later.

Luxfer remains committed to operating safe, clean, and environmentally compliant facilities while supporting our employees, communities, and offering excellent customer service. Foundational to a sustainability strategy that positions Luxfer for long-term growth, we will uphold these commitments through strong governance practices and policies, ensuring that we always do business based on our mission and values. Luxfer’s Board of Directors is responsible for overseeing the Company’s long-term business strategy, which includes, among other things, the Company’s approach to ESG matters. The Board considers our governance-related policies and practices; our systems of risk oversight and management; how we advance environmental sustainability; health and safety; human rights; human capital management and corporate culture; cybersecurity; and the manner in which we serve our customers and support our communities.

In December, we published our 2022 Sustainability Report, a biennial report highlighting our ongoing efforts to drive sustainability in our operations. Building on our inaugural report published in 2020, the 2022 Sustainability Report includes (i) more granular environmental and social data through 2021; (ii) an update on our progress towards meeting our 2025 Environmental Goals; (iii) greater discussion on sustainability governance and climate-related risks; and (iv) insight into new and ongoing sustainability initiatives. We invite you to read the full report on our website at https://www.luxfer.com/environment-social-and-governance/.

In 2022, we continued tracking energy and emissions data through our internal ESG Scorecard, which measures progress across a wide range of ESG key performance indicators. In addition to recording data, the ESG Scorecard is the mechanism through which we track performance against our 2025 Environmental Goals, which includes our commitment to reducing our absolute carbon dioxide equivalent (“CO2e”) emissions by 20% by 2025 using a 2019 baseline. Having finalized our full year 2022 emissions figures, we are pleased to have exceeded our 2025 emissions reduction goal ahead of schedule with a 29% decrease in our total absolute CO2e emissions in 2022 from our 2019 baseline. In addition to updates provided in annual reports and other sustainability-related publications, we plan to provide additional details on final full-year 2022 and 2023 emissions data, and an update on progress towards all our 2025 Environmental Goals, in a future sustainability report anticipated in 2024.

Each Luxfer site compiles greenhouse gas emission inventories and monitors electricity and natural gas usage. All other greenhouse gases produced as a result of manufacturing operations, such as propane and direct CO2, are also recorded. Scope 1 emissions consist of all direct emissions from fuel combustion, natural gas, propane, and all other sources of direct emissions. Scope 2 emissions consist of all indirect emissions attributable to the Company through the consumption of purchased electricity, steam, heating, or cooling. This data is compiled and converted to emissions to calculate our total CO2e output. Our US and Canada facilities use standard CO2 conversion factors published by the US Environmental Protection Agency, and our UK facilities use CO2 conversion factors published by the UK Government. Broadly speaking, the gases that compile the bulk of our emissions have very similar CO2e equivalency regardless of where they are sourced. Year-on-year figures are used to identify any anomalies, and similar sites are compared to one another to ensure consistency and understanding of this data. At present, we do not collect details of any Scope 3 emissions.

The table below provides a summary of the Company’s Scope 1 and Scope 2 greenhouse gas emissions for 2022 and 2021.

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(1)  2022 absolute and intensity emissions include emissions and sales from our facility in Pomona, California.

(2)  Metric tons of CO2 equivalent.

(3)  Total sales were used to calculate emissions intensity. Sales figures include intra-company sales and exclude scrap (2022: $423.4 million; 2021: $405.53 million).

In 2022, our total absolute emissions (i.e., total metric tons of CO2e) decreased by 30.6% compared to 2021. Absolute Scope 1 emissions decreased 28.5% and absolute Scope 2 emissions decreased 35.7% year-over-year. We attribute this decrease to various energy- and emissions-saving projects implemented in late 2021 and throughout 2022, which are described in greater detail below. These projects also impacted our total emissions intensity (i.e., CO2e emissions per $million in sales), which decreased by 35.0% in 2022 compared to 2021. Scope 1 emissions intensity decreased by 32.9% and Scope 2 emissions intensity decreased by 39.7% year-over-year. While emissions intensity are useful metrics to normalize our emissions, sales value is affected by exchange and inflation rate effects. Accordingly, it is important to note that the Company’s efforts to pass through inflationary costs in 2022 has impacted our sales value and likewise impacted our emissions intensity metrics.

Throughout 2021 and 2022, we invested in multiple energy- and emissions-reduction projects across our global facilities, such as LED lighting, upgrades to compressors and pumps, and the replacement of old equipment with energy-efficient models. In total, these projects saved over 4,700,000 kWh of electricity annually. The SF6 abatement project carried out at the Luxfer MEL Technologies plant in Manchester, UK, which involved installing new technology in their magnesium operations, significantly contributed to the Company’s ability to achieve its 2025 emissions reduction target ahead of schedule. This project alone reduced the Company’s total emissions by approximately 36,000 metric tons of CO2e annually. Other projects carried out in 2022 to improve our environmental footprint include:

• Luxfer MEL Technologies in Flemington, NJ installed LED lighting equipped with motion sensors throughout the facility, reducing the sites energy consumption by approximately 243,000 kWh of electricity, or 172 metric tons of CO2e emissions, annually.

• Luxfer Magtech in Cincinnati, OH upgraded 290 traditional lights to LED in October 2022, representing an annual emissions savings of approximately 127 metric tons annually.

• Luxfer Gas Cylinders in Riverside, CA worked to reduce electricity consumption by installing new high-efficiency pumps used to hydrotest their Type 3 SCBA cylinders, amounting to 41,040 kWh of electricity, or 17.8 metric tons of CO2e emissions, annually.

• Through an audit of its water usage, Luxfer MEL Technologies in Tamaqua, PA located and repaired a large on-site leak which is estimated to save over 300,000 gallons of municipal freshwater annually.

• Luxfer Graphic Arts in Manchester, UK installed new energy-efficient technology to coat their copper engraving plates with laminate instead of traditional lacquer which increases the recyclability of the copper, reduces downstream disposal and operational costs, and by 2024, is expected to save approximately 265 kg of CO2e.

Attracting and retaining talent remains a challenge in the post-COVID landscape. To succeed in today’s competitive labor market, Luxfer takes a proactive approach to human capital management by pursuing several priorities that we believe are critical in recruiting, retaining, motivating, and developing top talent. Such priorities include: (i) ensuring occupational health and safety; (ii) promoting financial, physical, and emotional well-being; (iii) providing opportunities for growth and development; and (iii) maintaining diverse and inclusive workplaces.

Our Board of Directors and Executive Leadership Team play a key role in setting our human capital management strategy and driving accountability for meaningful progress. Informed by data, our human capital management initiatives are supported by local leadership, with significant functional oversight by our local human resource teams. All Luxfer facilities collect data on employee retention, talent acquisition, training, and safety. Metrics are recorded quarterly on our internal scorecard and are reported to executive management regularly.

The occupational health and safety of employees is fundamental to delivering sustainable economic performance. Luxfer has established well-defined health and safety policies and procedures, as well as ongoing employee training, as part of the Company’s commitment to being an industry leader in safety. Gap analyses are regularly conducted and safety goals and objectives for all locations are developed. As part of the Company’s enterprise-wide risk management system, these objectives are monitored, and performance related to them is regularly reviewed and discussed.

Employees are encouraged to submit suggestions, ideas, and observations about safety hazards, which are incorporated into a “safety moment” at the beginning of each meeting, to increase awareness and reinforce positive safety behavior. Additional efforts include monthly safety meetings with employees, safety audits by management, safety audits by certain employees, and the inclusion of safety initiatives as part of select employees’ incentive plans.

The Company utilizes a mixture of leading and lagging indicators to assess the health and safety performance of its operations. Leading indicators include reporting and closure of all near miss events and safety concerns identified. Lagging indicators include the recordable Incident Frequency Rate, which is defined by the US Occupational Safety and Health Administration as the number of work-related injuries per 100 full-time workers during a one-year period. Recordable accidents and Lost Time Accidents are also recorded. These safety measures are integrated into the performance evaluations of our executives and are reported to the Board on a quarterly basis. Luxfer’s lagging safety indicators from 2019 to 2022 are shown in the table below.

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(1)  2021 safety data excludes the following facilities: (i) Niagara, Canada; (ii) Aluminum operations in Riverside, CA, US; (iii) Graham, NC; (iv) Aluminum operations in Worcester, UK; and (v) Shanghai, China. Data from our facility in Pomona, CA is included, beginning in April 2021.

Luxfer’s workforce is one of our greatest sources of sustainable value. Our ability to deliver on our objectives and build lasting relationships with our customers depends on the capabilities, attraction, and retention of the talented individuals who come to work every day. As such, we continuously strive to offer competitive pay and benefits and maintain a work-life balance for our employees in order to foster job satisfaction and increase retention.

Fair Wages and Competitive Benefits. The Company’s compensation philosophy aims to attract, retain, and motivate employees through its incentive and benefit programs. Luxfer offers competitive base pay and, depending on position, variable incentive pay associated with both individual and Company performance, including both short-term incentive pay and long-term equity awards. Full-time employees and, in some cases, part-time employees who have met the minimum service hour requirements, are eligible to participate in various retirement savings plans, such as the Company’s 401(k) defined contribution plan in the US and various pension schemes available to UK employees. We also offer paid time off, group medical, dental, and vision plans, in addition to various life, disability, and paid family sick leave options, which vary by jurisdiction.

Employee Share Plans. Luxfer encourages participation in its US Employee Stock Purchase Plan (“ESPP”) and UK Share Incentive Plan (“SIP”), which provide employees an opportunity to become Luxfer shareholders at a reduced price. Under the ESPP, US employees can purchase Company stock at a 15% discount through payroll deductions. Under the SIP, UK employees can purchase Luxfer shares, subject to certain limits, through payroll deductions and, in turn, the Company grants participating employees one free share per every two shares purchased.

Fitness and Wellness Programs. Luxfer is proud to offer several optional fitness and wellness programs and healthy living incentives to our employees. Our Employee Healthy Lifestyle Program is available to our US employees and offers partial reimbursement for certain gym and fitness center memberships, weight loss programs, and group exercise classes. US employees are also eligible to participate in a smoking cessation program through which employees who complete a 90-day program are rewarded with lowered insurance rates.

Emotional Well-Being. We support the social and emotional health of our employees by providing access to wellness clinics and funded mental health counseling services. As a part of Luxfer’s group medical insurance plan, US employees have convenient access to mental health services through live video visits with a board-certified doctor or licensed therapist. Luxfer also provides access to the Employee Assistance Program, which is designed to support employees and their families with a variety of work-life services and resources, including legal assistance, financial budgeting, and more. Through the Employee Assistance Program, employees are connected to a credentialed counselor, free of charge, to provide professional, confidential services to help them and their loved ones improve their quality of life.

Providing opportunities for professional growth and development is key to Luxfer’s retention strategy. Luxfer maintains talent and succession planning processes, including regular review by the Executive Leadership Team and reports to the Board of Directors. Employees are provided training, learning, and development opportunities at all levels of the Company. We operate leadership and management development programs, which provide a consistent approach to the development of the Company’s future leaders and managers. With a multi-faceted curriculum, these programs provide critical problem-solving, communication, business management, and leadership skills. Luxfer also maintains various training and development programs for employees at the workforce level, in addition to regular coaching and support from their supervisors and performance evaluations. Management utilizes a variety of tools to evaluate employee performance, including skills assessments, self-evaluations, and the achievement of personal objectives. Personal objectives (a list of goals the employee will strive to achieve) are set at the beginning of each year in the form of a balanced scorecard. Managers approve the personal objective scorecard and review the employee’s performance in relation to their scorecard throughout the year. For eligible employees, annual cash incentives are tied to the achievement of personal objectives. Moreover, setting personal objectives ties employee performance to the Company’s overall strategy and improves engagement, thereby supporting Luxfer’s growth and profitability.

To further support our employees’ personal development, Luxfer offers a company-wide online training and development platform designed to increase access to critical business, leadership, management, productivity, collaboration, and computer software skills. The platform provides access to over 180,000 courses, videos, books, and audio books on a variety of topics from world-class experts. The content is made to suit different learning styles; all one click away in the same user interface. Employees can access the content 24/7 on any desktop computer or mobile device, providing them with the opportunity to improve their performance anytime, anywhere.

The professional conduct of our employees furthers the Company’s mission, promotes productivity, minimizes disputes, and enhances our reputation. As such, Luxfer is committed to creating and maintaining a diverse, global workforce that provides fair and equitable opportunities, thereby advancing Luxfer’s innovation culture and customer first values. With continued focus on diversity and equity, Luxfer’s diversity initiatives include, but are not limited to, practices and policies on recruitment and selection, including targeted sourcing of personnel from diverse backgrounds; compensation and benefits; professional development and training; advancement opportunities; and the ongoing development of a diverse and inclusive work environment.

To ensure effective teamwork and achievement of common business goals, all Luxfer personnel are required to complete a variety of anti-harassment, non-discrimination, diversity, and unconscious bias trainings annually. Luxfer’s talent acquisition teams and hiring managers undergo additional training to ensure that a diverse slate of candidates is considered for all job openings. Further, Luxfer monitors the composition of its current workforce for diversity, age, and gender demographics. The quality of this data is continually improved to ensure that a diverse and talented workforce is maintained. This data is used to enhance employment and recruitment practices to provide the most inclusive work environment possible.

To ensure that our partners conduct business with a high degree of integrity and in a socially and environmentally responsible manner, all third parties with whom we do business (including suppliers, distributors, contractors, agents, service providers, and customers) are expected to adhere to our Third Party Code of Conduct. Based on our own Code of Ethics and Business Conduct, the Third Party Code of Conduct applies to all third party representatives worldwide. Under the Code, third parties are expected to respect, acknowledge, uphold, and comply with the following key themes and extend these standards to their supply chain:

• working conditions;

• employee health and safety;

• child labor, forced labor, and human trafficking;

• business ethics, anti-corruption, and anti-bribery;

• data privacy;

• environmental responsibility;

• conflict-free mineral sourcing; and

• product and service quality.

Beginning in 2021, the establishment of new commercial contracts and the continuation of existing commercial arrangements with Luxfer require that third parties complete and return an acknowledgement form as a means to verify compliance with the Third Party Code of Conduct. To ensure ongoing compliance, Luxfer requests that third parties renew their signature on the form once every three years. Presently, acknowledgement of the Third Party Code of Conduct applies only to vendors and suppliers who do $50,000 or more in business with Luxfer annually. In 2022, 49% of suppliers and distributors who meet this threshold attested compliance in writing to Luxfer’s Third Party Code of Conduct. Our goal in 2023 is to continue implementing the appropriate internal processes to achieve a 90% attestation rate from third parties who meet this threshold. This metric is tracked quarterly by each Luxfer location on our internal ESG Scorecard and is reviewed twice annually with the CEO and senior management. We look forward to further refining our internal processes so that we may extend this requirement to 100% of our supply chain in the future.

To further improve the sustainability performance of our supply chain, examinations of new and existing vendors are conducted regularly. We utilize several methods to ensure that our standards are met, including vendor risk assessments. Through this approach, vendor assessments are conducted based on multiple factors, including risk profile, engagement type and activity, and geography. These assessments evaluate the vendor’s ability to meet both our internal and industry standards for quality, safety, and reliability. Pursuant to our Third Party Code of Conduct, third parties are required to allow representatives from Luxfer and, if requested, Luxfer’s customers full access to their production facilities, records, and workers for confidential interviews. We use appropriate due diligence procedures to vet our vendors prior to entering into any business arrangements and reject those who do not fulfill our requirements or meet our standards.

We encourage and facilitate reporting of environmental, social, or governance non-compliance in our operations and throughout our supply chain through our confidential, anonymous whistleblowing hotline. Concerned individuals may report actual or suspected violations anonymously via our hotline, which is available 24/7 and offers multilingual support for reporters in more than 170 languages.

As customer preferences and business-efficiency demands lead to a more connected and digitized world, cybersecurity and privacy risks have become critical business issues. Because there is no single method to protect against every type of potential attack, we have adopted a risk management approach addressing cyber threats, which includes (i) Board-level oversight; (ii) preventing hackers from penetrating our systems (“cybersecurity”); (iii) containment and recovery measures in the event of an attack (“cyber resilience”); (iv) policies and employee training; (v) third-party cybersecurity measures; and (vi) compliance with applicable laws and regulations.

Board-Level Oversight. Luxfer’s Board of Directors is responsible for overseeing cybersecurity, information security, and technology risk, and receives regular reports on IT matters from the Company’s senior management. The day-to-day management of Luxfer’s cybersecurity program is handled by our IT Steering Committee, who maintains the operation of Luxfer’s cybersecurity program and ensures effective implementation of IT policies and practices.

Cybersecurity. We have operationalized a series of measures that seek to prevent attacks from compromising our systems. Luxfer has a breadth of controls in place to protect against cyberattacks, including firewalls, threat monitoring systems, protected cloud architecture, and more frequent security patching. We have phased out vulnerable operating systems and updated legacy servers with advanced security. Applications that run and manage our core operating data are fully backed up.

Cyber Resilience. We have an IT Incident Response Plan in place to quickly identify, track, and respond to potential or confirmed cybersecurity incidents. To protect our assets, we regularly assess security controls to manage potential events, cyber patterns, and attack modes. Although no cybersecurity incidents have been material to the Company to date, we continue to maintain insurance coverage for business continuity risks.

Policies and Employee Training. We have global policies covering IT security standards and quarterly compliance training for employees. Our employees are also trained through regular phishing simulations.

Third-Party Cybersecurity Measures. Our IT staff perform thorough due diligence and risk analyses on third party vendors, verifying that sufficient security testing is performed on all software before installation on Luxfer’s network. Access and permissions to all software and programs are regularly monitored and reviewed by IT managers.

Compliance with Regulations. We make every effort to comply with the UK General Data Protection Regulation and other applicable laws relating to the security of personally identifiable information of our customers, employees, and anyone with whom we do business. Our Data Protection Policy is reviewed and audited by our internal audit team once annually.

We believe that effective corporate governance includes year-round engagement with our shareholders, stakeholders, and any interested party. We regularly meet with our shareholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. In a typical year, Luxfer engages dozens of shareholders, including our largest shareholders two to three times per year. In 2022, we had more than 100 calls and meetings with investors, including those scheduled as part of investor conferences, non-deal roadshows, and post-earnings follow up meetings. To continuously improve our shareholder communication and outreach, we review the feedback we receive during these meetings with our Board of Directors. Our Directors, along with management, carefully consider and evaluate this information, and modify the Company’s approach to advance our shareholder engagement efforts.

If you wish to provide us with feedback, please send an email to investor.relations@luxfer.com. Alternatively, if you wish to communicate with the Board of Directors, specific Directors as a group, or any individual Director, you may send a letter addressed to the relevant party, c/o Company Secretary, Luxfer Holdings PLC, 8989 North Port Washington Road, Suite 211, Milwaukee, Wisconsin, 53217, United States. Any such communications will be forwarded directly to the addressee(s). Additional information can be found on our website at https://www.luxfer.com/contact/.

Our director compensation program reflects our belief that a significant portion of the Directors’ compensation should be tied to long-term growth in shareholder value. Director compensation is recommended by the Remuneration Committee and approved by the Board of Directors. We use a combination of annual retainer fees and equity awards to attract and retain qualified Directors.

The Remuneration Committee’s annual compensation review includes a periodic analysis of data, comparing the Company’s director compensation levels against a peer group of publicly held companies. In conducting such review, the Remuneration Committee may utilize publicly available market data, compensation survey data, and advice provided by compensation consultants. The Remuneration Committee then reaches a recommendation regarding our director compensation program and the compensation paid to our Directors. The Remuneration Committee’s recommendation is subsequently provided to the full Board for review and final approval.

Meridian, the Remuneration Committee’s independent compensation consultant, provided the Committee with a benchmark study, as well as advice and recommendations on the composition of the peer group and competitive data used for benchmarking our director compensation program. The Remuneration Committee used the information provided by Meridian, as well as other trend data, to reach an independent recommendation regarding the compensation paid to our Directors. This recommendation was provided to the full Board for review and final approval.

In 2022, the annual retainer payable to Non-Executive Directors, not including the Board Chair, for service on Luxfer’s Board of Directors and its committees was US$82,000. The annual retainer payable to the Board Chair for service on Luxfer’s Board of Directors and its committees was US$115,000. Andy Butcher, our current CEO, and Alok Maskara, our former CEO, were the only Executive Directors in 2022. They received no separate compensation for their Board service. Directors do not receive additional fees for meeting attendance or service on Board committees. Following the Remuneration Committee’s compensation review, the Board did not implement an increase to the annual retainers paid to Non-Executive Directors for service in 2022 or 2023.

Director equity awards are designed to (i) align the interests of Luxfer’s Directors with the interests of the Company’s shareholders; (ii) act as a retention tool; (iii) promote sound corporate governance; and (iv) demonstrate a commitment to the Company. Equity awards provided to Non-Executive Directors are granted under the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan, as amended and restated on June 8, 2022 (“EIP”). The plan under which awards are granted to Executive Directors is the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (“LTIP”). UK-based Executive Directors are eligible to participate in Luxfer’s UK Share Incentive Plan (“SIP”), which is open to all UK employees and UK-based Executive Directors. In the US, Luxfer has also established an Employee Stock Purchase Plan (“ESPP”), which is open to all US employees and US-based Executive Directors.

EIP. Annual awards are made to Non-Executive Directors under the EIP as part of their fees in accordance with the Directors’ Remuneration Policy, which was approved by shareholders at the 2021 Annual General Meeting with 97% of votes casted in favor thereof. The value of the award is defined in the Directors’ Remuneration Policy and, as of 2022, is 100% of the retainer fee paid to a Non-Executive Director. These awards are made the day after Luxfer’s Annual General Meeting each year and vest on or around the following year’s AGM. Annual awards are typically made as restricted stock units. They are paid out immediately on vesting, together with dividends that have accumulated during the vesting period. New Non-Executive Directors cannot participate in the annual awards until they have served six months on the Board of Directors; however, the awards they would have earned from the date of their appointment are added to the next annual award, provided they are re-elected at the AGM.

LTIP. The LTIP was adopted as part of Luxfer’s initial public offering in 2012 and amended and restated on June 8, 2022. It is used to grant awards to Executive Directors, Executive Officers, senior managers, and junior managers. A variety of different awards can be granted under the LTIP. The maximum value of awards that can be granted to the Executive Director under the LTIP is defined in the Directors’ Remuneration Policy.

SIP. The purpose of the SIP is to provide benefits to employees, including UK-based Executive Directors and Officers, to give such employees a continuing stake in Luxfer. Shares awarded under the SIP are allocated based on payroll contributions made by employees of the Company.

ESPP. The purpose of the ESPP is to provide benefits to employees, including US-based Executive Directors and Officers, so as to give such employees a continuing stake in Luxfer. Shares awarded under the ESPP are allocated based on payroll contributions made by employees of the Company.

Copies of the above-mentioned EIP, LTIP, SIP and ESPP are on file with the SEC.

Additionally, Luxfer has established Stock Ownership Guidelines, which apply to all Directors and provide the Company’s expectation as to the minimum number of shares such Directors should own in the Company. A copy of the Stock Ownership Guidelines can be found on our website at www.luxfer.com/investors/governance/board/. Further information on the Stock Ownership Guidelines is provided in the section entitled “Security Ownership” on page 34.

The following table summarizes the compensation that the Company paid for the period ended December 31, 2022 to the Non-Executive Directors serving on our Board of Directors at any time from January 1, 2022 through December 31, 2022. In 2022, the average total Non-Executive Director compensation, excluding Sylvia A. Stein who served for only five months of the year, was US$128,894.

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(1)  Represents the fair value of restricted stock units granted under the EIP in 2021 and which vested on June 7, 2022, at a share price of US$16.51, less the issue cost of US$1.00 per share, as compensation for their services.

(2)  These time-based restricted stock units carry with them the right to receive accumulated dividends (in shares) during the period of the award. The dividends are not credited until the award vests. The value of the dividend shares that vested in 2022, less the issue cost of US$1.00 per share, for each of the Non-Executive Directors were as follows: Richard Hipple US$1,504 (97 shares), Clive Snowdon US$1,504 (97 shares), Lisa Trimberger US$1,504 (97 shares), and David Landless US$2,125 (137 shares), These values have not been included in the table above.

(3)  As of December 31, 2022, Patrick Mullen had 11,548 unvested restricted stock units. The foregoing figure includes 196 dividends (in shares) accumulated through December 31, 2022.

(4)  As of December 31, 2022, Richard Hipple had 5,067 unvested restricted stock units. The foregoing figure includes 86 dividends (in shares) accumulated through December 31, 2022.

(5)  As of December 31, 2022, Clive Snowdon had 5,067 unvested restricted stock units. The foregoing figure includes 86 dividends (in shares) accumulated through December 31, 2022.

(6)  Sylvia A. Stein was appointed to the Board on August 1, 2022. Her 2022 retainer fee reflects her service from August 1, 2022, the date of appointment, through December 31, 2022.

(7)  As of December 31, 2022, Lisa Trimberger had 5,067 unvested restricted stock units. The foregoing figure includes 86 dividends (in shares) accumulated through December 31, 2022.

(8)  David Landless did not seek re-election at the 2022 Annual General Meeting and stepped down from the Board effective June 8, 2022. His 2022 retainer fee reflects his service as Board Chair from January 1, 2022 - March 31, 2022 and as a Non-Executive Director from April 1, 2022 - June 8, 2022.

The following section provides biographical information on our Named Executive Officers, other than Andy Butcher, Luxfer’s Chief Executive Officer and Executive Director, about whom information is provided in the section entitled “Director Biographical Information” with respect to the election of Directors on page 24.

The Remuneration Committee reviews total compensation for executives and the relative levels of each compensation component against these objectives. We expect that our executives will, in aggregate, be paid fairly compared to the compensation peer group approved by the Remuneration Committee and considering Company performance, individual performance, tenure, and experience.

Our executive compensation program is designed to motivate behaviors that cultivate sustainable growth and shareholder value creation, provide rewards commensurate with individual and Company performance, reward executives for achieving financial and strategic objectives, and provide an appropriate balance between short-term and long-term and fixed and variable pay. The majority of our Named Executive Officers’ compensation is variable and contingent on performance. In designing our executive compensation program, establishing performance measures, and setting executive compensation packages, we conduct benchmarking analyses, no less than every three years, to ensure compensation is competitive with market practices. Total compensation packages, as well as base salary, annual cash incentive opportunities, and target equity awards, are evaluated against comparative peer group companies. While target incentive opportunities are set by reference to a comparable market rate, our incentive plans provide for payouts to be based upon performance, which can result in payouts above or below target levels. Further information regarding our 2022 executive compensation program is provided in the section entitled “2022 Executive Compensation Program” starting on page 53.

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(1)  Reflects 2022 annualized compensation for Andy Butcher, current Chief Executive Officer, as if Mr. Butcher had served in such role for the entirety of fiscal year 2022. Excludes compensation paid to Alok Maskara, former Chief Executive Officer, in 2022.

(2)  Calculated as an average of Stephen Webster’s, Peter Gibbons’, Jeffrey Moorefield’s, and Graham Wardlow’s compensation for the entirety of fiscal year 2022. Excludes compensation paid to Heather Harding, former Chief Financial Officer, in 2022. While Ms. Harding received compensation consistent with the above-detailed structure in January and February 2022, she was paid a flat rate retainer as an advisor to the Chief Financial Officer for the remainder of fiscal year 2022.

Remuneration Committee. The Remuneration Committee is responsible for overseeing the establishment, maintenance, administration, and periodic review and evaluation of the Company’s compensation programs and policies that govern executive compensation. The Committee determines, and recommends to the Board, the Company’s framework or broad policy on executive compensation, the cost of such framework, and the specific compensation packages for each of the Company’s executives. Among other things, the Remuneration Committee is responsible for:

• reviewing and approving executive compensation packages;

• making recommendations to the Non-Executive Directors of the Board with respect to our CEO’s compensation;

• overseeing our annual cash incentive program, including the establishment of appropriate performance measures;

• overseeing our long-term equity compensation plans;

• approving awards to executives under the foregoing plans and programs;

• annually evaluating risk considerations associated with our executive compensation program; and

• annually approving and/or ratifying all compensation decisions for the Named Executive Officers included in the Summary Compensation Table.

The Remuneration Committee evaluates the performance of our Chief Executive Officer and the performance of our other executive officers. Our CEO assists the Remuneration Committee in evaluating the performance of our other executive officers, including the Named Executive Officers other than the CEO. Our CEO does not participate in certain portions of Remuneration Committee or Board meetings when his compensation is discussed and determined. Based on these assessments, the members of the Remuneration Committee, each of whom is an independent director, make the final compensation decisions for the Named Executive Officers other than the CEO, and make recommendations to the Board on the CEO’s compensation.

Management. The Company’s CEO and CFO work closely with the Remuneration Committee in administering the executive compensation program and attend meetings of the Committee. Specifically, the CEO and CFO are involved in the design and implementation of the executive compensation program, making recommendations to the Remuneration Committee on compensation components, performance measures, equity awards, and executive compensation packages. The CEO assists the Remuneration Committee in evaluating performance of the Company’s executive officers and makes recommendations to the Committee regarding compensation for executive officers other than himself.

Non-Executive Directors. The independent Non-Executive Directors of the Board make decisions with respect to and approve the CEO’s compensation. They also review and ratify (i) the Company’s executive compensation framework and compensation components and (ii) the compensation of the Company’s executive officers, including the Named Executive Officers other than the CEO.

Independent Compensation Consultant. The Committee’s independent compensation consultant, Meridian Compensation Partners LLC (“Meridian”), provides research, survey information and analysis, incentive design expertise, and other analyses related to executive compensation levels and design. Meridian also updates the Committee on trends and developments related to executive compensation practices and provides its views to the Committee on best practices when evaluating executive compensation programs and policies. Meridian was retained by the Remuneration Committee in 2022 and provides advice at times the Remuneration Committee deems appropriate. Any other work undertaken by Meridian for the Company must be approved by the Remuneration Committee. The Remuneration Committee assessed the independence of Meridian and determined that Meridian is independent and does not have any conflict of interest. In 2022, the fees paid by the Committee to Meridian were nominal and did not exceed prescribed limits requiring further disclosure.

Shareholders and Other Key Stakeholders. At our 2022 Annual General Meeting, 94% of votes cast were in favor of approving the compensation paid to our Named Executive Officers in 2021, and 99.6% of votes cast were cast in favor of holding a “Say-on-Pay” vote annually, consistent with the Board’s recommendation. We meet with our key investors throughout the year to understand the topics that matter most to them as they relate to executive compensation. In these meetings, we seek the views of our shareholders and other stakeholders with respect to our existing policies and practices. Overall, investors engaged in 2022 reacted positively to our executive compensation governance and programs, noting the continued alignment between executive compensation and the Company’s long-term financial and strategic goals, particularly growth and the long-term EPS goal of $2.00 or more by 2025, which was announced in 2022. We will continue to utilize rigorous governance processes to monitor and evaluate our executive compensation programs, as well as implement best practices in compensation governance. We welcome feedback on our executive compensation practices and will continue to engage with our investors and stakeholders in 2023.

The 2022 target compensation for our Named Executive Officers is shown in the table below. The target compensation figures detailed in this table were calculated as if the Named Executive Officers – particularly Andy Butcher, Stephen Webster, Alok Maskara, and Heather Harding – had served in their respective CEO and CFO roles for the entirety of fiscal year 2022. These total target compensation figures do not include indirect forms of compensation, such as retirement and other benefits.

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(1)  Stephen Webster and Graham Wardlow are employed in the United Kingdom and paid in GBP sterling. The foregoing amounts have been translated into US dollars at the following average exchange rate for 2022: £1: US$1.2333.

In setting compensation for our executives, including our Named Executive Officers, the Remuneration Committee uses competitive compensation data from a total compensation study of selected peer companies and other relevant survey sources to inform its decisions about overall compensation levels and specific compensation components. Additionally, the Committee uses multiple reference points when establishing target compensation levels. The Committee applies judgement and discretion in establishing target compensation levels, considering not only competitive market data but also factors such as company, business unit, and individual performance; scope of responsibility; critical needs and skill sets; experience; leadership potential; succession planning; and the geographic location of the executive. In setting compensation for 2022, the Committee referenced the output from the total compensation analysis and benchmarking study performed by Meridian in December 2020. In its analysis, Meridian utilized data from 2020 proxy statements and other public sources related to a group of peer companies (the “Comparator Group”) to provide a comparison between market pay levels and the target total compensation of Luxfer’s executives.

Based on Meridian’s review and recommendations, as well as the foregoing criteria, the Committee used the following Comparator Group for benchmarking purposes:

All companies included in the Comparator Group were (i) publicly traded on a major exchange; (ii) similar in business size to our business units and global in nature; and (iii) engaged in the same or a similar industry to ours. As provided by Meridian as part of this total compensation study completed in December 2020, the Comparator Group companies had revenues ranging from approximately US$370 million to US$1,389 million, with median revenues of approximately US$765 million. On a similar basis, Luxfer’s revenue for the year ended December 31, 2020 was US$324.8 million. Please note that this Comparator Group was used only for purposes of a total compensation study. This Comparator Group, and the data related thereto, should not be referenced for purposes of valuation or a market capitalization comparison.

While the Remuneration Committee generally conducts comprehensive total compensation studies for all executives on a triennial basis, additional analyses and studies were commissioned in 2022 upon the appointment of Andy Butcher as Chief Executive Officer and Stephen Webster as Chief Financial Officer. In setting Andy Butcher’s 2022 target compensation, the Remuneration Committee considered the target pay levels of the then-current CEO; reasonable adjustments based on the factors noted above, including experience, location, and market; the findings of Meridian’s 2020 benchmark study; and the target compensation for CEOs of companies within Luxfer’s GICS code as of March 1, 2022. Many of the Comparator Group companies referenced in Meridian’s study were also included in Luxfer’s GICS code as of March 1, 2022. The companies within Luxfer’s GICS code as of March 1, 2022 included the following:

These companies had revenues ranging from approximately US$100 million to US$1,529 million, with median revenues of approximately US$710 million. On a similar basis, Luxfer’s revenue for the year ended December 31, 2021 was US$374.1 million.

In setting Stephen Webster’s 2022 target compensation, the Remuneration Committee considered the target pay levels of the then-current CFO; adjustments based on the factors noted above, including experience, location, and market; the findings of Meridian’s 2020 benchmark study; and a separate study commissioned from Meridian. This study focused on target compensation for UK-based CFOs of publicly traded companies. The comparator companies set forth in this study included Exscientia plc, Argo Blockchain plc, Adaptimmune Therapeutics plc, Vaccitech plc, Venator Materials PLC, and Mereo BioPharma Group plc. These companies had revenues ranging from approximately US$200 million to US$2,300 million, with median revenues of approximately US$650 million. On a similar basis, Luxfer’s revenue for the year ended December 31, 2021 was US$374.1 million.

In order to assess the appropriateness and effectiveness of Luxfer’s 2022 executive compensation program, Luxfer’s overall financial, strategic, and operational performance is evaluated.

In 2022, our Named Executive Officers continued to show exceptional performance and leadership in navigating the Company through post-pandemic recovery, including unprecedented supply chain disruptions and increased raw material costs. The Named Executive Officers executed on long-term strategy, having launched the Luxfer Business System in 2022, and completed various near-term and long-term initiatives to unlock sustainable growth, progressing toward our long-term EPS goal of $2.00 or more by 2025. Notwithstanding their significant accomplishments, the impact of these external disruptions led to a meaningful reduction in Named Executive Officer compensation in 2022, particularly annual cash incentives for most executives.

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​3 Organic revenue growth, adjusted earnings per share (EPS), and EBITDA are non-GAAP measures. For a reconciliation and explanation of these non-GAAP measures, see Appendix A.

Our compensation programs are designed to provide an appropriate balance of short and long-term compensation, fixed and variable pay, and cash and equity-based compensation, as well as reflect our philosophy of providing pay for performance. Our Named Executive Officers’ total compensation in fiscal 2022 was comprised of:

• a base salary;

• an annual cash incentive;

• equity awards;

• perquisites;

• retirement benefits; and

• other benefits, such as various insurance coverages, employee share purchase plan participation, and vacation and holiday entitlement.

The table set forth below provides an overview of the key components of our Named Executive Officers’ 2022 compensation. Further information regarding each component is provided in this section.

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(1)  The CEO’s and CFO’s annual cash incentives are based solely on financial performance measures, with Management EBITA and Cash Conversion weighted equally at 50%. The other Named Executive Officers’ annual cash incentives are based on both financial (80%) and strategic and operational performance measures (20%). For these Named Executive Officers, Management EBITA and Cash Conversion are weighed equally at 40%, and each of said Named Executive Officers’ performance against strategic and operational objectives is weighted at 20%.

Annually, the Committee reviews total compensation for Named Executive Officers, and the relative levels of each of these forms of compensation, against the objectives of the compensation program to (i) align the interests of the Named Executive Officers with those of our shareholders; (ii) attract, retain, and incentivize talented executives; (iii) provide competitive compensation that motivates and rewards the Named Executive Officers for achieving financial and strategic objectives; and (iv) provide compensation commensurate with performance.

We provide each Named Executive Officer with a fixed base salary. Base salaries are set upon appointment to a specific role and periodically adjusted for performance, scope of responsibility, inflation, and other factors. In setting base salaries, the Remuneration Committee generally references comparable positions at peer companies based on available market data, which includes published survey data and proxy statement data for our Comparator Group. The Committee considers compensation at comparable companies as one of many factors in setting base salaries. Differences in base salaries among the Named Executive Officers are based on numerous factors, such as competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience, location, business unit size and revenue, and individual performance.

In December 2021, the Committee reviewed the Named Executive Officers’ base salaries in accordance with its normal procedures. Following this review, the Committee implemented a 3% salary increase to the base salaries of Andy Butcher (in his previous role as President of Luxfer Gas Cylinders), Peter Gibbons, Jeffrey Moorefield, Graham Wardlow, Alok Maskara, and Heather Harding. This broad-based salary increase was intended to address inflation. Effective January 1, 2022, the Committee approved a 33% increase to Stephen Webster’s base salary upon his assumption of the CFO role. Similarly, Andy Butcher received a 70% annualized increase to his base salary upon his appointment as CEO, resulting in a 53% increase in base salary paid year-over-year. Further information regarding the Committee’s considerations when setting Mr. Webster’s and Mr. Butcher’s 2022 target compensation upon appointment to their respective CFO and CEO roles is included in the section entitled “Comparative Framework” on page 54. The Named Executive Officers’ 2021 and 2022 base salaries are further detailed in the table below.

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(1)  Represents annualized base salary. The base salaries actually paid to the Named Executive Officers in 2021 and 2022 are set forth in the Summary Compensation Table on page 75.

(2)  Although Andy Butcher’s appointment as Chief Executive Officer took effect May 6, 2022, his base salary was increased effective April 1, 2022.

(3)  Stephen Webster and Graham Wardlow are employed in the United Kingdom and paid in GBP sterling. The foregoing amounts have been translated into US dollars at the average exchange rates for each of the years: 2021: £1: US$1.3766 and 2022: £1: US$1.2333.

(4)  Represents an increase in base salary from £150,000 to £200,000 per annum, which took effect January 1, 2022, as a result of promotion to Chief Financial Officer role.

(5)  Results in a 3% increase to fixed, base pay. In 2021, Peter Gibbons received perquisites in the amount of $15,000 and an expatriate allowance of $50,000. The expatriate allowance was discontinued in 2022, with Mr. Gibbons’ base salary increasing by $45,000 and his prerequisite allowance increasing by $5,000 to $20,000.

(6)  Represents an increase in base salary from £205,000 to £210,000 per annum.

(7)  Although Alok Maskara resigned as Chief Executive Officer effective May 5, 2022, he was paid his base salary through May 31, 2022, representing accrued but unused vacation entitlement.

Chief Executive Officer and Chief Financial Officer.  Each year, the Remuneration Committee reviews and sets, and the Board approves, the Management EBITA and Cash Conversion targets applicable to the CEO and CFO for the following year. The performance measures, together with the corresponding Threshold, Target, and Maximum levels, applicable to our CEO and CFO in 2022, and the weight assigned to each performance measure, were as follows:

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(1)  Cash Conversion achieved in 2022 was 34%.

(2)  Management EBITA (Group) achieved in 2022 was US$50.2M.

Business Unit Leaders.    After the Remuneration Committee approves the overall compensation framework in December of each year, the CEO and CFO review and set the Management EBITA targets applicable to the other Named Executive Officers for the following year. As in prior years, Cash Conversion targets were set at 85% (Threshold), 100% (Target), and 115% (Max) for all business units. The performance measures, together with the corresponding Threshold, Target, and Maximum levels, applicable to our other Named Executive Officers in 2022, and the weight assigned to each metric, were as follows:

2022 Cash Incentive Payouts

Luxfer’s cash incentive program provides for payout levels between 0% and 200% of the target incentive award for each Named Executive Officer. No payout is made if performance is below the Threshold levels set forth in the foregoing tables. Additionally, our cash incentive program permits the Committee to withhold cash incentives if the Company’s EBITA, as a whole, falls below the established Threshold, even if the business units achieve or exceed their own EBITA Target. Although the cash incentive program uses a formulaic approach, the Remuneration Committee retains discretion in administering the program, which discretion includes selecting the performance measures prior to commencement of the performance period; setting and adjusting Threshold, Target, and Maximum levels; and assessing financial and operational results.

Following consideration of the financial and individual performance measures (as applicable), the Remuneration Committee calculated a Performance Payout Factor applicable to each Named Executive Officer. The Performance Payout Factor, target cash incentive, maximum cash incentive, and 2022 cash incentive payout for each of our Named Executive Officers are set forth in the below table.

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(1)  Andy Butcher was appointed Chief Executive Officer of the Company on March 23, 2022, with his appointment taking effect on May 6, 2022. The Company entered into an employment contract with Mr. Butcher upon his appointment as Chief Executive Officer. In accordance with the terms of his employment contract, Mr. Butcher’s annual cash incentive for 2022 was calculated using the total base salary actually paid to Mr. Butcher as President of Luxfer Gas Cylinders for January 1 - March 31, 2022 ($372,000 per annum, as pro-rated for said period), plus the base salary paid to Mr. Butcher as Chief Executive Officer for April 1 - December 31, 2022 ($615,000 per annum, as pro-rated for said period), which totaled $554,250.

(2)  Stephen Webster and Graham Wardlow are employed in the United Kingdom and paid in GBP sterling. The foregoing amounts have been translated into US dollars at the average exchange rate for 2022: £1: US$1.2333.

(3)  Alok Maskara resigned from his position as Chief Executive Officer of the Company, effective May 5, 2022, to pursue another opportunity. The terms of Mr. Maskara’s resignation were formalized in a contract, under which Mr. Maskara received a cash incentive award for fiscal year 2022 of $306,667. This figure represents Mr. Maskara’s target cash incentive, as pro-rated to reflect actual dates of service in fiscal year 2022. This cash incentive was paid in conjunction with Mr. Maskara’s final paycheck and was in lieu of any amounts to which he may have been entitled under the Company’s cash incentive program.

(4)  Heather Harding retired from her position as Chief Financial Officer of the Company effective March 1, 2022. From March 1, 2022 to December 31, 2022, Ms. Harding served as a Strategic Advisor to the CFO, and her compensation was reduced by 80% from $31,250 to $6,250 per month. This arrangement was formalized in a contract, under which Ms. Harding received an annual cash incentive for fiscal year 2022 of $81,250, irrespective of the Company’s performance against the specified performance measures. This figure represents Ms. Harding’s target cash incentive and is based on compensation actually paid in 2022, taking into account the reduction in her compensation following this change in position. It was agreed that this cash incentive was in lieu of any amounts to which she may have been entitled under the Company’s cash incentive program.

Overall, the cash incentives earned by each of our Named Executive Officers in 2022 were lower than those earned in 2021. The Company as a whole achieved Management EBITA and Cash Conversion at levels below Target, with Management EBITA exceeding the Threshold level but falling below Target level and Cash Conversion falling below Threshold. Lower cash incentive payouts were driven by unprecedented increases in the cost of raw materials, which placed considerable pressure on delivery of Management EBITA and Cash Conversion in many business units. Luxfer MEL Technologies successfully passed through raw material costs, resulting in exceptional EBITA performance. As maximizing both EBITA and Cash Conversion is critical, and achieving Maximum EBITA unintentionally results in lower Cash Conversion, the Remuneration Committee approved an adjustment to the Threshold, Target, and Maximum Cash Conversion levels and Performance Payout Factor applicable to Luxfer MEL Technologies to account for additional inventory holding and non-cash profit resulting from higher raw material prices.

In terms of delivery against strategic and operational objectives, which applies to the Named Executive Officers other than the CEO and CFO, performance against such objectives were not considered with respect to Peter Gibbons and Jeffrey Moorefield, as no cash incentive payout is permitted if Management EBITA and Cash Conversion performance is below the Threshold level. Mr. Wardlow achieved Target level on strategic and operational objectives, having made significant progress in the post-COVID recovery landscape, including the pass through of raw material price increases, penetration of new growth opportunities, and advances in talent development that resulted in retention rates above the industry average.

Equity awards granted pursuant to the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan, as amended and restated on June 8, 2022 (the “LTIP”) are intended to (i) align executive awards with shareholder returns through personal financial investment; (ii) attract and retain high quality executives in an environment where compensation levels are based on a global market; (iii) strengthen the alignment between executives and shareholders; and (iv) motivate shareholder value creation. The LTIP provides the Remuneration Committee the discretion to grant time-based or performance-based awards, including in the form of Restricted Stock Units (“RSUs”) and stock options, and use and set a range of performance measures applicable to performance-based awards. These performance measures are to be appropriate and support Luxfer’s long-term strategy at the time the award is made. Discretion over what type or combination of types of awards made is exercised by the Committee based on what the Committee considers to be the market norm in the US and UK, as well as the circumstances in which the award is made.

Awards are made and satisfied using shares held in an employee benefit trust. Participants are required to pay, at minimum, the nominal cost of an ordinary share. RSUs are generally awarded to Named Executive Officers who are based in the United States, and stock options are awarded to Named Executive Officers based in the United Kingdom.

In recent years and in 2022, the Committee used the following forms of awards and performance measures in various combinations:

2022 Equity Award Measures and Terms

While the Committee awarded a combination of time-based (40%), TSR performance-based (36%), and EPS performance-based (24%) awards to the Named Executive Officers in 2022, the Committee, following a program design review with Meridian, implemented changes to the methods by which EPS and TSR performance are measured, as well as other terms of the awards. These changes are consistent with industry practice; provide a more comparable peer group to assess performance against; and are intended to further align management and shareholder interests by supporting our long-term goal of $2.00+ adjusted EPS by 2025. A summary of said changes, as compared to historical practice, is provided below.

2022 EPS Awards.  The specific Threshold, Target, and Maximum levels for EPS Growth are not publicly disclosed at the time of award communication due to the proprietary nature and competitive sensitivity of the information. However, the method used to calculate awards will be based on actual performance through December 31, 2024, compared to the Company’s adjusted diluted EPS reported for financial year 2021. Based on the adjusted diluted EPS growth achieved, 2022 EPS awards will be granted and immediately vest on March 14, 2025.

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​5 Adjusted diluted EPS is a non-GAAP measure. For a reconciliation of this non-GAAP measure, see Appendix A.

2022 TSR Awards.  Further information regarding the comparative group companies within Luxfer’s 8-digit GICS code is provided on page 54. The performance payout level for each decile of the 2022 TSR awards is set forth below, Based on the relative level of shareholder return achieved through December 31, 2024, 2022 TSR awards will be granted and immediately vest on March 14, 2025. Although the performance period remains ongoing, the Company’s TSR performance was in the seventh decile as of December 31, 2022.

2022 Time-Based Awards.  In 2022, each Named Executive Officer received a time-based award in the form of RSUs or options equal to 40% of their target equity award. The time-based awards were granted on March 14, 2022 and vest in equal installments over four years.

2022 Target Equity Awards

In establishing equity award levels (as a percentage of base salary) for each Named Executive Officer in 2022, the Committee referenced benchmark data, including compensation surveys, Comparator Group information, and other data provided by Meridian, and took into consideration a variety of other factors, including the number of awards outstanding and shares remaining available for issuance under the LTIP, the number of shares that would be issued under contemplated awards over the range of performance periods, the total number of the Company’s outstanding shares, the resulting implications for shareholder dilution, and the number of shares awarded to our executives year-over-year.

The table below summarizes the total award, at Target, made available to each Named Executive Officer in 2022, as approved by the Remuneration Committee.

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(1)  In his position as President of Luxfer Gas Cylinders, Mr. Butcher was awarded 6,000 time-based restricted stock units and 9,000 performance-based awards (at Target and subject to the achievement of EPS Growth and TSR performance measures over the 2022-2024 performance period) on March 14, 2022. An additional equity award of 48,000 shares, at Target, was awarded to Mr. Butcher on May 6, 2022, reflecting the increase in his target annual equity award as Chief Executive Officer. This additional equity award consists of 19,200 time-based RSUs and 28,800 performance-based RSUs (at Target and subject to the achievement of EPS Growth and TSR performance measures over the 2022-2024 performance period).

(2)  Alok Maskara resigned from his position as Chief Executive Officer of the Company, effective May 5, 2022. The terms of Mr. Maskara’s resignation were formalized in a contract, under which it was agreed that 2022 equity awards made to Alok Maskara were to be forfeited and lapse upon termination of employment.

(3)  As Heather Harding served as a Named Executive Officer from January 1-February 28, 2022, she did not receive an equity award in 2022.

Additional 2022 Equity Awards

To incentivize certain of the Named Executive Officers to achieve the Company’s 2025 EPS goal of $2.00 or more, the Remuneration Committee approved additional EPS performance-based awards to be awarded to Andy Butcher, Stephen Webster, Peter Gibbons, Jeffrey Moorefield, and Graham Wardlow. These additional EPS awards are dependent on the Company’s attainment of a certain adjusted diluted EPS on or before December 31, 2025. Provided the adjusted diluted EPS targets are attained, the awards will be granted and immediately vest on March 14, 2026. If the Company attains an adjusted diluted EPS of $2.00 on or before December 31, 2025, the Target number of awards listed below will be awarded to each of the Named Executive Officers. The Maximum number of awards will be awarded to each of the Named Executive Officers if the Company attains an adjusted diluted EPS of more than $2.00 (the Maximum level is not publicly disclosed at the time of award communication due to the proprietary nature and competitive sensitivity of the information). In the event that the Company attains an adjusted diluted EPS between the Target and Maximum level, a pro-rated number of awards between the Target and Maximum levels will be awarded to the Named Executive Officers based on the adjusted diluted EPS actually attained.

Perquisites

Each of our Named Executive Officers receives an annual perquisite allowance, which is paid as a monthly cash stipend. We believe providing reasonable perquisites is a market-competitive practice to attract and retain top executive talent. Rather than offering individual perquisites, we provide a monthly cash stipend to each of our Named Executive Officers to allow more flexibility and choice. Our Named Executive Officers have full discretion on how the cash perquisite stipend is spent, and it is not tracked by the Company after the money is paid. Perquisite allowances are intended to cover expenses incidental to the executive’s employment responsibilities, such as use of their personal automobile and mobile phone for business purposes. Perquisite allowances are not considered in cash incentive and equity award calculations, which are calculated with reference to base salary, and cannot be contributed to the Company’s 401(k) plan or otherwise considered in pension calculations. Perquisite allowances for our Named Executive Officers in 2022 are set forth in the section entitled “2022 Target Compensation” on page 53 and included in the Summary Compensation Table below.

Retirement Benefit Programs

All of our Named Executive Officers who are based in the US are eligible to participate in Luxfer’s 401(k) Savings Plan in the same manner as all US employees. Participants in the 401(k) Savings Plan are eligible for a 100% match on up to 6% of eligible pay saved, subject to IRS-qualified plan compensation limits and highly compensated threshold limits. Eligible employees may not receive 401(k) benefits in excess of these limits.

Named Executive Officers based in the UK are eligible to participate in the defined contribution pension scheme and may have participated in the Luxfer Group Pension and Supplementary Pension Plans in the past, which are now frozen. These pension plans are further described in the section entitled “2022 Pension Benefits” on page 82. Alok Maskara was paid the equivalent of 25% of his annual base salary as a salary supplement in lieu of contributions to the Company’s pension plans. In 2022, a portion of this supplement was paid into Luxfer’s 401(k) Savings Plan for Alok Maskara.

Employee Share Purchase Plans

Our Named Executive Officers are eligible to participate in the Company’s US Employee Stock Purchase Plan (ESPP) and UK Share Incentive Plan (SIP), which provide employees an opportunity to become Luxfer shareholders at a reduced price. Through payroll deductions, US employees can purchase Luxfer shares, subject to certain limits, at a 15% discount under the ESPP. Similarly, under the SIP, UK employees can purchase Luxfer shares through payroll deductions and, in turn, the Company awards participating employees one free share per every two shares purchased. The Named Executive Officers are eligible to participate in the foregoing employee share purchase plans on the same basis as the Company’s other employees.

Health and Welfare Benefits

We provide employee benefits – such as medical, dental, and vision insurance; life insurance; and disability coverage – to our Named Executive Officers and other employees. These benefits are available to all full-time US employees through our active employee plans. Luxfer provides complimentary life, accidental death, and dismemberment insurance to its full-time US employees, with a benefit amount of US$50,000. Employees are also offered voluntary life insurance coverage with a benefit amount of 5x such employee’s salary (up to a maximum of US$500,000). Additionally, long-term disability insurance coverage is provided complimentary, with a benefit amount of 60% of such employee’s salary (up to a maximum of US$6,000 per pay period). In addition to these benefits for active, full-time US employees, we provide post-retirement medical, dental, vision, and life insurance coverage to certain retirees in accordance with the legacy company plans that applied at the time the retiree was actively employed.

The UK equivalent of certain health and welfare benefits and insurance coverages are made available to UK employees. UK employees that are invited and elect to join the healthcare insurance program receive this benefit as a benefit-in-kind. UK employees that belong to a Company pension plan receive life insurance coverage with a benefit amount of 7x such employee’s salary. UK employees that have chosen not to join a Company pension plan receive life insurance coverage with a benefit amount of 3x such employee’s salary.

The value of these health and welfare benefits are not required to be included in the Summary Compensation Table, as they are generally available on a non-discriminatory basis to all full-time employees.

Vacation and Holiday Entitlement

We also provide vacation and other paid holiday entitlement to all employees, including the Named Executive Officers, which we have determined to be comparable to those provided at other similar companies.