Luxfer (LXFR) PRE 14APreliminary proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

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LUXFER HOLDINGS PLC

(Name of Registrant as Specified In Its Charter)

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

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DEAR LUXFER SHAREHOLDERS,

I have the pleasure of enclosing the notice of Luxfer’s 2022 Annual General Meeting of Shareholders (“AGM” or the “Annual General Meeting”). The AGM will be held at the Luxfer MEL Technologies site, located at Lumns Lane, Manchester, M27 8LN, United Kingdom, on June 8, 2022, at 2:00 p.m. BST. The formal notice of the AGM is set out on page i of this document (the “Notice”). As a holder of ordinary shares, you may attend and/or vote at the AGM, or you may appoint another person as your proxy. To be valid, a form of proxy must be submitted in accordance with the instructions set out in the section entitled “Annual General Meeting Information” on page 1.		Patrick Mullen Board Chair
Fiscal 2021 was a momentous year for Luxfer, as we continued to execute our strategy and fulfill our mission to create a safe, clean, and energy-efficient world by reducing the weight of the high-performance components used by our customers. Having recently assumed the role of Board Chair, I am grateful to be able to share some perspective about the Board’s efforts this past year, including successful leadership transitions and the advancement of our environmental, social, and governance (“ESG”) initiatives. Despite the ever-changing set of challenges posed by the COVID-19 pandemic, 2021 marked a year of great progress for Luxfer, and I am excited to work closely with my fellow Board members to build on that momentum to accelerate shareholder value creation.
Alok Maskara will step down from his role as Chief Executive Officer in May 2022, and Heather Harding, former Chief Financial Officer, retired in March 2022. In August 2021, David Landless, former Board Chair, gave notice of his intent to step down from the Board following the 2022 Annual General Meeting. These outstanding leaders significantly contributed to the success of the Company. During their tenure, they positioned Luxfer for future growth, focused our strategic initiatives, bolstered our balance sheet, and fostered a values-based culture with high-quality talent. On behalf of the entire organization, I want to thank Alok, Heather, and David for their years of dedication to Luxfer and for their role as valued mentors to so many colleagues.

We are delighted to promote Andy Butcher to Chief Executive Officer and a member of Luxfer’s Board, effective May 6, 2022. Andy is a strategic, growth-oriented leader and brings over 30 years of experience with Luxfer. Likewise, Stephen Webster was promoted to Chief Financial Officer, effective March 1, 2022. For the past six years, Steve has been instrumental in the Company’s business and portfolio transformation, including the modernization of Luxfer’s control processes. As a testament to our succession planning and talent management processes, the Board is confident that, under Andy’s and Steve’s leadership, Luxfer will continue executing our strategic Transformation Plan to deliver growth and long-term shareholder value.

Throughout the year, the Board continued its oversight role in advancing the Company’s ESG initiatives and, in turn, promoting a long-term sustainable business. While there is more work to do, we made progress towards achieving our 2025 Environmental Goals by investing in new projects to reduce our carbon footprint and increase operational efficiencies. As a key priority for the Board and our management teams, our ESG practices will continue to serve as a catalyst for value creation, risk management, and stakeholder engagement. We look forward to providing an update on our progress in our upcoming ESG Report to be published in late 2022.

On behalf of the entire Luxfer team, I would like to thank you for your continued trust and support through this pivotal phase in our history. We are excited and optimistic about our future and look forward to sharing our journey with you. The Board considers all resolutions set out in the Notice to be in the best interest of the Company and its shareholders and believes that such resolutions are likely to contribute to the Company’s success. Accordingly, the Board recommends that you vote in favor of each resolution being put before the shareholders at the AGM in the same way as the Directors intend to vote their own shareholdings.

Thank you for being a Luxfer shareholder.

Sincerely,

Patrick Mullen Board Chair April 27, 2022

DEAR LUXFER SHAREHOLDERS,

After another year of successfully navigating the global pandemic and the challenging business landscape, Luxfer demonstrated resilience in 2021. The key to our success was our people and their commitment to executing our business plan. Throughout the year, the Luxfer team continued to leverage our technical expertise, operational excellence, and financial discipline to deliver strong business results in 2021. Our customer-first approach during these turbulent times and the performance this past year reinforces my confidence about Luxfer’s future.   Despite the economic difficulties of 2021, we continually upheld commitments to our customers by focusing on deliveries, collaboration, and innovation. We acquired Structural Composites Industries in March 2021, which is providing synergistic benefits, better serving our customers with increased product choice and enhanced capability, especially in the alternative fuels market. After working with Department of Defense research staff, our Elektron segment launched the new Unitized Group Ration - Express (UGR-E) offering in our Meals Ready to Eat product line, while also employing our expertise in zirconium materials engineering to develop new products in the medical and electronics end markets. With our continued focus on innovation, Luxfer is well positioned to enhance partnerships with our current customers and establish bonds with new prospects in 2022 and beyond.   Our focus on execution helped drive strong financial results in 2021, including a 15.2% sales increase, 7.5% organic revenue expansion, and 17.6% EBITDA growth.1 We returned approximately $20 million to shareholders through dividends and share buybacks throughout the year. Our strategic Transformation Plan continues to deliver returns. Over the past several years of work under the Plan, we have generated long-term shareholder value by simplifying the Company’s structure, producing significant and sustainable cost savings, launching multiple growth initiatives, and instilling a high-performance growth culture. With the major undertakings of this Plan complete, in early 2022, we introduced adjusted earnings per share guidance of $2.00 or more by 2025, representing our confidence in the outlook for the Company.

Andy Butcher Chief Executive Officer Designate

Our Transformation Plan progress through 2021, enabled by the hard work of Luxfer’s team, has paved the way for a future more focused on growth. I am proud of the momentum established by our commercial and innovation initiatives, and I am confident that these tools, our strategy, and talented team give us the capability we need to accelerate profitable growth and, in turn, shareholder value. In this next phase of Luxfer’s history, we will continue driving Luxfer forward in the only way we know how – by living our values, doing business with integrity, and always putting our customers first.

I am excited to be designated the next CEO of Luxfer, and I look forward to serving as a member of our Board of Directors. Having joined the Company over thirty years ago as a young engineer, I have been proud to be part of our evolution into a business that is dedicated to helping create a safe, clean, and energy-efficient world. Entering 2022, I am confident that we have the strategy, talent, and ambition to thrive in the current dynamic business environment. I look forward to leading our more than 1,300 employees in delivering results for the long-term benefit of our shareholders, customers, employees, and the global community.

Thank you for being a Luxfer shareholder.

Sincerely,

Andy Butcher Chief Executive Officer Designate April 27, 2022

¹ Organic revenue growth and EBITDA are non- GAAP measures. For a reconciliation and explanation of these non-GAAP measures, see Appendix A.

NOTICE OF 2022 ANNUAL GENERAL

MEETING OF SHAREHOLDERS

	Date & Time			Location
Wednesday, June 8th, 2022 2:00 p.m., BST				Luxfer MEL Technologies Lumns Lane, Manchester, M27 8LN, United Kingdom

Please review the Proxy Statement accompanying this Notice for more complete information regarding the Annual General Meeting, as well as the full text of each resolution to be proposed at the Annual General Meeting. Resolutions 1 through 12 are proposed as ordinary resolutions, and Resolutions 13 and 14 are proposed as special resolutions. Further information on each resolution is provided on pages 12 through 32 of the Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS:

Megan E. Glise

Company Secretary

Milwaukee, Wisconsin, U.S.

April 27, 2022

TABLE OF CONTENTS

LUXFER HOLDINGS PLC

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on Wednesday, June 8, 2022

ANNUAL GENERAL MEETING INFORMATION

Notice is hereby given that the Annual General Meeting of LUXFER HOLDINGS PLC (the “Company” or "Luxfer"), a public limited company incorporated in England and Wales under Company No. 03690830, will be held on Wednesday, June 8, 2022, at 2:00 p.m. BST. at the Luxfer MEL Technologies site, located at Lumns Lane, Manchester, M27 8LN, United Kingdom (with entrance on Rake Lane).

Each Luxfer ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting. Resolutions 1 through 12 will be proposed as ordinary resolutions, which means, assuming a quorum is present, each of Resolutions 1 through 12 will be approved if a simple majority of the votes cast are cast in favor thereof. With respect to the non-binding, advisory votes on Resolutions 6, 7, and 8 regarding the approval of the Directors’ Remuneration Report, the compensation of our Named Executive Officers, and the frequency of “Say-On-Pay” votes, the result of these votes will not require the Board of Directors or any committee thereof to take any action. However, our Board values the opinions of our shareholders as expressed through their advisory votes and will carefully consider the outcome. Additionally, Luxfer shareholders may be asked to consider and act on other business as may properly come before the Annual General Meeting or any adjournment thereof. If you are in any doubt as to what action you should take, please seek your own financial advice from your stockbroker or other independent advisor.

Each Luxfer ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting. Resolutions 13 and 14 will be proposed as special resolutions. Assuming a quorum is present, each of Resolutions 13 and 14 will be approved if at least 75% of the total voting rights of members entitled to vote, and who cast their vote in person or by proxy, are cast in favor thereof.

In accordance with the Companies Act 2006 and the Company's Articles of Association, a shareholder of record is entitled to appoint another person as their proxy to exercise all or any of their rights to attend, speak, and vote at the Annual General Meeting and to appoint more than one proxy in relation to the Annual General Meeting (provided that each proxy is appointed to exercise the rights attached to a different share or shares held by them). Such proxy need not be a shareholder of record.

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 11:59 P.M. EST ON JUNE 7, 2022 (4:59 A.M. BST ON JUNE 8, 2022) OR, IF YOU ARE VOTING BY MAIL, YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD BY JUNE 7, 2022.

ANNUAL GENERAL MEETING INFORMATION

Only Luxfer shareholders of record at the close of business, Eastern Standard Time, on April 14, 2022, the voting notice record date (the “Voting Record Date”) for the Annual General Meeting, are entitled to receive notice of and vote at the Annual General Meeting. Changes to entries on the register after the Voting Record Date will be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting. If you are the beneficial owner of Luxfer ordinary shares (i.e., hold your Luxfer ordinary shares in “street name”) as of April 14, 2022, you will have the right to direct your broker, bank, trust, or other nominee on how to vote such Luxfer ordinary shares at the Annual General Meeting.

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

VOTE BY INTERNET www.envisionreports.com/LXFR	VOTE BY PHONE 1-600-652-VOTE (8683) *Available to U.S. and Canadian holders only	VOTE BY MAIL See Proxy Card

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, 2021 filed with the SEC on February 25, 2022, and any other documents incorporated by reference in this proxy statement (the “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 U.K. Annual Report and Accounts for the year ended December 31, 2021, which consist of the U.K. statutory accounts, the Directors’ Report, the Directors’ Remuneration Report, the Strategic Report, and the Auditor’s Report (collectively, the “U.K. 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 84 of the Proxy Statement for more information.

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ANNUAL GENERAL MEETING INFORMATION

Although we plan to hold the Annual General Meeting in person, considering the ongoing public health concerns surrounding the COVID-19 pandemic, we may deem it necessary to hold the Annual General Meeting solely by means of remote communication (i.e., a virtual-only meeting) or as a hybrid meeting (i.e., permitting both virtual and limited in-person attendance). In the event of such necessity, we will announce the decision in a press release and will file additional proxy soliciting material with the SEC. The details will also be posted on our website at https://www.luxfer.com/. While the health and wellbeing of our stakeholders is our priority, we are also committed to ensuring that shareholders can exercise their right to vote. Due to the potential risks of attending the Annual General Meeting in person and restrictions on travel and public gatherings, we encourage our shareholders to vote by internet, phone, or mail.

QUESTIONS AND ANSWERS ABOUT THE
ANNUAL GENERAL MEETING

This Proxy Statement relates to the solicitation of proxies by the Board of Directors of Luxfer Holdings PLC (“Luxfer” or the “Company”) to be used at the Annual General Meeting of Shareholders and any adjournments thereof. The meeting will be held at the Luxfer MEL Technologies site, which is located at Lumns Lane, Manchester, M27 8LN, United Kingdom, on June 8, 2022, at 2:00 p.m. BST.

The following are questions that Luxfer shareholders may have regarding the proposals being considered at the Annual General Meeting and brief answers to those questions. Luxfer urges you to carefully read this entire Proxy Statement and the appendices, as the information in this section does not provide all information that may be important to you.

Each ordinary share is entitled to one vote on each matter that is properly brought before the Annual General Meeting.

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QUESTIONS & ANSWERS ABOUT THE ANNUAL GENERAL MEETING

You are also being asked to consider and vote upon the following special resolutions:

If you are a beneficial holder, the instructions that accompany your proxy materials will indicate how you may vote. If you wish to attend the meeting and vote in person, you must bring a legal proxy from the organization that holds your Luxfer ordinary shares or a brokerage statement showing ownership of Luxfer ordinary shares as of the close of business, Eastern Standard Time, on the Voting Record Date.

QUESTIONS & ANSWERS ABOUT THE ANNUAL GENERAL MEETING

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

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QUESTIONS & ANSWERS ABOUT THE ANNUAL GENERAL MEETING

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.

PROXY STATEMENT SUMMARY

This summary includes information contained elsewhere in this Proxy Statement. We urge you to carefully read the remainder of this Proxy Statement, including the attached appendices, as this summary does not provide all the information that may be important to you with respect to matters being considered at the Annual General Meeting. See also the section entitled “Where You Can Find More Information” on page 84.

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 8, 2022, at 2:00 p.m. BST.

Ordinary Resolutions:		Our Board of Directors Recommends You Vote:
1.	To elect Andy Butcher a Director of the Company.		FOR
2.	To elect Patrick Mullen as a Director of the Company.		FOR
3.	To re-elect Clive Snowdon as a Director of the Company.		FOR
4.	To re-elect Richard Hipple as a Director of the Company.		FOR
5.	To re-elect Lisa Trimberger as a Director of the Company.		FOR
6.	To approve, by non-binding advisory vote, the Directors’ Remuneration Report for the year ended December 31, 2021 (the “Directors’ Remuneration Report”).		FOR
7.	To approve, by non-binding advisory vote, the compensation of the Company’s Named Executive Officers (the “Named Executive Officers”).		FOR
8.	To approve, by non-binding advisory vote, the frequency of “Say-On-Pay” votes.		EVERY 1 YEAR
9.	To ratify the re-appointment of PricewaterhouseCoopers LLP as the independent auditor (the “Independent Auditor”) of the Company until conclusion of the 2023 Annual General Meeting.		FOR
10.	To authorize the Audit Committee of the Board of Directors to set the Independent Auditor’s remuneration.		FOR
11.	To approve the Company’s Amended and Restated Long-Term Umbrella Incentive Plan.		FOR
12.	To approve the Company’s Amended and Restated Non-Executive Directors Equity Incentive Plan.		FOR
Special Resolutions
13.	Subject to (i) the consent of the holders of the deferred shares of £0.0001 each in the capital of the Company (the “Deferred Shares”) being duly obtained in accordance with Article 7 of the Company’s Articles of Association and (ii) the confirmation of the court, to approve the reduction of the issued share capital of the Company by cancelling and extinguishing all of the issued Deferred Shares, each of which is fully paid up, and that, of the amount by which the share capital is so reduced, an aggregate sum of £76,180.60 be repaid to the holders of Deferred Shares (pro rata to their holdings of Deferred Shares) and the remaining amount be credited to the Company’s reserves.		FOR
14.	Subject to Resolution 13 being duly passed as a special resolution and the capital reduction described therein taking effect, to approve amendment of the Company’s Articles of Association by deleting Article 5.2 and the definition of “Deferred Shares” set forth in Article 2.1.		FOR

Only Luxfer shareholders of record at the close of business, Eastern Standard Time, on April 14, 2022 (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:

VOTE BY INTERNET www.envisionreports.com/LXFR	VOTE BY PHONE 1-600-652-VOTE (8683) *Available to U.S. and Canadian holders only	VOTE BY MAIL See Proxy Card	VOTE IN PERSON

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PROXY STATEMENT SUMMARY

Fiscal year 2021 was defined by strong end-market demand, supply chain challenges, a highly competitive labor market, and the evolving impacts from COVID-19. Despite this backdrop, we delivered strong business results for the year, including a 15.2% sales increase, 7.5% organic revenue growth, and a 17.6% EBITDA increase.² Full year cash flow was strong even after making a total of $18.2 million in payments to our U.K. pension to achieve zero pension deficit based on our 2021 tri-annual valuation. Our net debt finished the year at $53.4 million, a slight expansion from the prior year, with a net debt to EBITDA ratio of 0.8 times. On a trailing twelve-month basis, we delivered 17.4% ROIC from adjusted earnings. We also returned approximately $20 million to shareholders through dividends and share buybacks throughout the year. These results demonstrate that 2021 was another solid year of balance sheet strength with operating cash flow generation, improved pension performance and position, and completion of a new five-year revolving credit facility. Despite lingering uncertainties and supply chain constraints related to the pandemic, our strong balance sheet affords us greater flexibility and better positioning to create additional value for our shareholders in 2022.

Name	Age	Independent	Director Since	Board Committee Membership
Andy Butcher (CEO)	53		2022	None
Patrick Mullen (Board Chair)	57		2021	Nominating & Governance; Remuneration
Clive Snowdon	69		2016	Nominating & Governance (Chair); Audit
Richard Hipple	69		2018	Remuneration (Chair); Audit
Lisa Trimberger	61		2019	Audit (Chair); Remuneration

The Company wishes to highlight the following Board transitions:

For more information on our Directors, please see “Directors Standing for Election or Re-Election” on page 33.

PROXY STATEMENT SUMMARY

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:

For more information on Corporate Governance, please see the section entitled “Corporate Governance” on page 40.

Our inaugural ESG Report published in 2020 established environmental goals which we aim to achieve by 2025. In 2021, the Board focused on our efforts to promote long-term shareholder value through our actions in ESG, including investments in projects that would have the most impact on our carbon footprint. We look forward to providing further details on our progress in an updated ESG Report to be published in late 2022. Key features of our 2021 ESG efforts include:

For more information on Luxfer’s ESG efforts, please see the section entitled “Environment, Social, and Human Capital Initiatives” on page 45.

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PROXY STATEMENT SUMMARY

The Remuneration Committee of Luxfer’s Board of Directors believes that the most effective executive compensation program aligns executive initiatives with shareholders’ economic interests. The Committee seeks to accomplish this alignment by rewarding the achievement of specific annual, long-term, and strategic goals that create lasting shareholder value. Luxfer’s compensation program includes the following compensation elements: (i) base salary; (ii) non-equity incentive compensation; (iii) long-term equity incentive awards; (iv) pension or 401(k) contributions; (v) employee share purchase plans; and (vi) other benefits, such as flex-perks and healthcare, life, and disability insurance coverage.

Luxfer continued to emphasize “Pay for Performance” in 2021, specifically through non-equity incentive compensation for most employees and equity awards pursuant to the Long-Term Umbrella Incentive Plan (“LTIP”) for executives and senior management. The LTIP ensures alignment between Luxfer’s management team and our shareholders, as the majority of LTIP awards are based upon the achievement of specific targets involving (i) earnings per share and (ii) relative total shareholder return, as measured against a group of the Company’s peers. In addition to LTIP awards, non-equity incentive compensation also incentivizes business performance, as they are based upon the income and cash conversion of each Executive’s business unit or Luxfer’s overall performance, as applicable, and, with respect to Executives Officers other than the CEO and CFO, the Executive Officer’s individual balanced scorecard objectives. Given the Company’s strong financial performance in 2021, the non-equity incentive compensation awarded in 2021 was higher than that in previous years, as most business units exceeded their Budget Management EBITA and Cash Conversion targets. Additionally, the equity awards granted to Executive Officers under the LTIP for fiscal 2021 performance are expected to be substantial, as the Company achieved a 25.2% adjusted earnings per share increase, exceeding the Maximum target for the year. The measurement period for the total shareholder return metric remains ongoing.³

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” (see pages 56 through 76).

ORDINARY RESOLUTIONS 

RESOLUTIONS 1 - 5: ELECTION OF
DIRECTORS

On the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated the Directors listed below for election or re-election for a one-year term expiring on the completion of the 2023 Annual General Meeting. Management has no reason to believe that any Directors named below would be unable to serve their full term if elected.

Biographies of the Director nominees are included in the section entitled “Biographical Information” on page 34. These biographies include, for each Director, their age; business experience; the publicly held and other organizations of which they are or have been Directors within the past five years; and a discussion of the specific experience, qualifications, attributes, or skills that led to the conclusion that each should serve as a Director.

Resolutions 1 - 5 are ordinary resolutions. The text of Resolutions 1 - 5 are as follows:

Under our Articles of Association, the election or re-election of each Director requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting. A nominee who does not receive a majority of the votes cast on the relevant resolution will not be elected to our Board. Your proxies cannot be voted for a greater number of persons than the number of Directors named in this Proxy Statement.

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ORDINARY RESOLUTIONS

RESOLUTION 6: DIRECTORS’
REMUNERATION REPORT

In accordance with Sections 439 and 440 of the Companies Act 2006, our shareholders have the opportunity to cast an advisory vote to approve the Directors’ Remuneration Report.

Resolution 6 is an ordinary resolution. The text of Resolution 6 is as follows:

As Resolution 6 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 any action 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.

ORDINARY RESOLUTIONS

RESOLUTION 7: EXECUTIVE
COMPENSATION

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 and the related rules of the SEC, our shareholders have the opportunity to cast an advisory vote to approve the compensation of our Named Executive Officers disclosed in the sections of this Proxy Statement entitled “Executive Compensation Discussion and Analysis” and “Executive Compensation Tables” on pages 56 through 76.

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 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 long-term equity incentive awards.

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 long-term value to our shareholders.

Resolution 7 is an ordinary resolution. The text of Resolution 7 is as follows:

As Resolution 7 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 any action 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.

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ORDINARY RESOLUTIONS

RESOLUTION 8: “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, our shareholders have the opportunity to cast an advisory vote to approve the compensation of our Named Executive Officers. Resolution 8 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 8, shareholders may vote to hold the 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 a Say-On-Pay Vote.

It is expected that the next Say-On-Pay Vote will occur at the 2023 Annual General Meeting.

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

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 any action 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.

ORDINARY RESOLUTIONS

RESOLUTION 9: 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, 2022. The Board, upon the 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 2006, 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 assessments 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 9 is an ordinary resolution. The text of Resolution 9 is as follows:

Ratification of the re-appointment of PricewaterhouseCoopers LLP as the Independent Auditor of Luxfer Holdings PLC for the year ending December 31, 2022 requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.

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ORDINARY RESOLUTIONS

RESOLUTION 10: 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 in the best interests of the Company and our shareholders.

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

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.

ORDINARY RESOLUTIONS

RESOLUTION 11: LONG-TERM UMBRELLA

INCENTIVE PLAN

As an important retention tool and to align the long-term financial interests of the Company’s management with those of our shareholders, at the time of our initial public offering, we adopted the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the “LTIP”). By its terms, no further Awards may be granted under the LTIP after October 2, 2022. In addition, only 93,550 ordinary shares remain available for issuance under both the LTIP and the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan (the “Director EIP”). Given that continuation of long-term equity incentive compensation is essential in attracting, retaining, and motivating highly-qualified employees and executives, the Remuneration Committee and the Board believe that it would be in the best interest of our shareholders to approve an amendment and restatement of the LTIP to (i) extend its term; (ii) provide a fixed pool of ordinary shares available for grant; and (iii) update certain provisions to reflect changes in law and best practices since its adoption. In accordance with the NYSE Listed Company Manual, which requires a company whose shares are listed on the New York Stock Exchange to submit equity compensation plans (and any material revisions thereto) to a shareholder vote, the Board submits this Resolution 11 to shareholders to approve an amendment and restatement of the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the “Amended and Restated LTIP”).

The material changes proposed in the Amended and Restated LTIP include:

Specifically, the Amended and Restated LTIP includes the following best practices:

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ORDINARY RESOLUTIONS

If the Amended and Restated LTIP is approved by our shareholders, (i) the Amended and Restated LTIP will govern the grant of Awards on or after June 8, 2022; (ii) no Shares that remained available for issuance under the LTIP prior to June 8, 2022 will be issued on or after June 8, 2022; and (iii) no Shares underlying Awards granted prior to June 8, 2022 will be or become available for grants of Awards under the Amended and Restated LTIP on or after June 8, 2022. However, all outstanding Awards granted under the LTIP prior to June 8, 2022 will remain outstanding in accordance with their terms.

If shareholders do not approve the Amended and Restated LTIP, the LTIP will remain in effect through October 2, 2022, in accordance with its terms. As the LTIP has a ten year term, the Company would be unable to issue annual equity awards to its employees and executives in the coming years. In this event, the Remuneration Committee would be required to revise its compensation philosophy and devise other programs to attract, retain, and compensate employees and executives.

The following is a summary of the key terms of the Amended and Restated LTIP. A copy of the Amended and Restated LTIP, which shows the proposed revisions by way of comparison against the LTIP, is attached hereto as Appendix B and incorporated herein. The information regarding the Amended and Restated LTIP set forth in this Proxy Statement is qualified in its entirety by reference to the full and complete text of the Amended and Restated LTIP. Any inconsistences between the information set forth herein and the text of the Amended and Restated LTIP shall be governed by the text of the Amended and Restated LTIP.

Purpose

The purpose of the Amended and Restated LTIP is to (i) attract and retain high-quality employees in an environment where compensation levels are based on global market practice; (ii) align rewards of employees with returns to shareholders; and (iii) reward the achievement of business targets and key strategic objectives. The Amended and Restated LTIP is designed to serve these goals by providing such employees with a proprietary interest in pursuing the Company’s long-term growth, profitability, and financial success.

Term

Unless the Amended and Restated LTIP is earlier terminated by the Board, Awards may be granted under the Amended and Restated LTIP until June 8, 2032.

Types of Awards

The equity or equity-related awards under the Amended and Restated LTIP are based on our ordinary shares (“Shares”). The Amended and Restated LTIP allows for the grant of (i) stock options to acquire our Shares (“Options”); (ii) stock appreciation rights (“SARs”); (iii) restricted stock (“Restricted Stock Awards”); (iv) restricted stock units (“RSUs”); (v) equity-based or equity-related awards, other than Options, SARs, Restricted Stock Awards, or RSUs (“Other Stock-Based Awards”); and (vi) cash incentive awards (“Cash Incentive Awards”) (collectively referred to as “Awards”).

Administration

Our Remuneration Committee (or other committee as the Board may appoint) (the “Committee”) will administer the Amended and Restated LTIP. Consistent with the terms of the Amended and Restated LTIP, the administrator will have the power to determine to whom the Awards will be granted; determine the amount, type, and other terms of Awards; interpret the terms and provisions of the Amended and Restated LTIP and Award Agreements; accelerate the exercise, vesting, or transfer of the Awards in the event of death or Disability or in the event that the Committee determines the conditions to such vesting, exercisability, or transferability are impractical or unachievable; extend the term of the Awards; provide for the crediting of dividends or dividend equivalents with respect to any Award; delegate certain duties under the Amended and Restated LTIP; and execute certain other actions authorized under the Amended and Restated LTIP.

ORDINARY RESOLUTIONS

Eligibility

Any employee of the Company or any of its subsidiaries is eligible for selection by Committee to receive an Award under the Amended and Restated LTIP (such a person who is selected to receive an Award is referred to herein as a “Participant”). As of December 31, 2021, the Company and its subsidiaries had approximately 1,300 employees worldwide.

Available Shares

The maximum aggregate number of Shares that may be issued pursuant to the Awards under the Amended and Restated LTIP on or after June 8, 2022 shall not exceed 1,400,000 Shares, subject to adjustments due to recapitalization, reclassification, or other corporate events, as provided in the Amended and Restated LTIP. If any Shares subject to an Award are forfeited, if any Award or any portion of an Award lapses or expires (including the unvested portion of any Award granted subject to performance targets, which fails to achieve its performance targets in full), or if any Award is settled for cash (in whole or in part) in accordance with its terms, the Shares subject to such Award shall, to the extent of such forfeiture, lapse, expiration, or cash settlement, again be available for future grants of Awards under the Amended and Restated LTIP. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant and shall not be available for future grants of Awards: (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to any Award; (iii) Shares subject to a SAR that are not issued in connection with the settlement of the SAR in Shares upon exercise thereof; and (iv) Shares purchased on the open market with the cash proceeds from the exercise of Options. As of March 31, 2022, the market value of a Share was $16.80, representing the closing price on the NYSE on such day.

Awards

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ORDINARY RESOLUTIONS

ORDINARY RESOLUTIONS

Miscellaneous

Termination and Amendment

The Board may, at any time, suspend or discontinue the Amended and Restated LTIP or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation, or rule of a stock exchange requires shareholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval.

Summary of U.S. Federal Income Tax Consequences of Awards

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ORDINARY RESOLUTIONS

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE AMENDED AND RESTATED LTIP. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF AN INDIVIDUAL’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH ANY ELIGIBLE PARTICIPANT MAY RESIDE.

In order to determine the number of ordinary shares to be authorized for issuance under the Amended and Restated LTIP and the Amended and Restated Director EIP, the Company considered historical burn rate calculations relative to market levels; shareholder value transfer (SVT) relative to ISS’ requirements; projected equity awards to be granted to existing employees, new hires, and Directors during the term of the plans; potential dilution that the requested shares may cause to existing shareholders; and a headroom analysis. Based on the Company’s review of historical and projected grant practices, we have provided that 1,400,000 shares be authorized for issuance under the Amended and Restated LTIP and 150,000 shares be authorized for issuance under the Amended and Restated Director EIP.

The following table sets forth information regarding historical Awards granted in the period from January 1, 2020 to March 31, 2022 – the three annual award periods preceding the date of the Annual General Meeting – and the corresponding burn rate. For purposes herein, burn rate is defined as the number of shares subject to equity-based awards granted in the year, divided by the weighted-average number of ordinary shares outstanding for that year.

_____________________

ORDINARY RESOLUTIONS

_____________________

The amount and timing of Awards granted under the LTIP and the Amended and Restated LTIP are determined in the sole discretion of the Remuneration Committee. Therefore, future awards that would be received under the Amended and Restated LTIP by Executive Officers and other employees are not determinable at this time.

The following table sets forth information regarding Awards that were granted under the LTIP to (i) Named Executive Officers, (ii) all current Executive Officers as a group, and (iii) all other employees as a group during fiscal year 2021, our last completed fiscal year.

_____________________

If the Amended and Restated LTIP is approved by shareholders, the Company will file, as soon as reasonably practicable following shareholder approval, a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission with respect to the ordinary shares authorized for issuance pursuant to the Amended and Restated LTIP.

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

Approval of the Amended and Restated Long-Term Umbrella Incentive Plan requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.

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ORDINARY RESOLUTIONS

RESOLUTION 12: NON-EXECUTIVE
DIRECTORS EQUITY INCENTIVE PLAN

As an important retention tool and to align the long-term financial interests of the Company’s Non-Executive Directors with those of our shareholders, at the time of our initial public offering, we adopted the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan (the “Director EIP”). By its terms, no further Awards may be granted under the Director EIP after October 2, 2022. In addition, only 93,550 ordinary shares remain available for issuance under both the Director EIP and the LTIP. Given that continuation of long-term equity incentive compensation is essential in attracting, retaining, and compensating highly-qualified Non-Executive Directors, the Board believes that it would be in the best interest of our shareholders to approve an amendment and restatement of the Director EIP to (i) extend its term; (ii) provide a fixed pool of ordinary shares available for grant; and (iii) update certain provisions to reflect changes in law and best practices since its adoption. In accordance with the NYSE Listed Company Manual, which requires a company whose shares are listed on the New York Stock Exchange to submit equity compensation plans (and any material revisions thereto) to a shareholder vote, the Board submits this Resolution 12 to shareholders to approve an amendment and restatement of the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan (the “Amended and Restated Director EIP”).

The material changes proposed in the Amended and Restated Director EIP include:

Specifically, the Amended and Restated Director EIP includes the following best practices:

If the Amended and Restated Director EIP is approved by our shareholders, (i) the Amended and Restated Director EIP will govern the grant of Awards on or after June 8, 2022; (ii) no Shares that remained available for issuance under the Director EIP prior to June 8, 2022 will be issued on or after June 8, 2022; and (iii) no Shares underlying Awards granted prior to June 8, 2022 will be or become available for grants of Awards under the Amended and Restated Director EIP on or after June 8, 2022. However, all outstanding Awards granted under the Director EIP prior to June 8, 2022 will remain outstanding in accordance with their terms.

If shareholders do not approve the Amended and Restated Director EIP, the Director EIP will remain in effect through October 2, 2022, in accordance with its terms. As the Director EIP has a ten year term, the Company would be unable to issue annual equity awards to its Non-Executive Directors in the coming years. In this event, the Board would be required to revise its compensation philosophy and devise other programs to attract, retain, and compensate the Company’s Non-Executive Directors.

ORDINARY RESOLUTIONS

The following is a summary of the key terms of the Amended and Restated Director EIP. A copy of the Amended and Restated Director EIP, which shows the proposed revisions by way of comparison against the Director EIP, is attached hereto as Appendix C and incorporated herein. The information regarding the Amended and Restated Director EIP set forth in this Proxy Statement is qualified in its entirety by reference to the full and complete text of the Amended and Restated Director EIP. Any inconsistences between the information set forth herein and the text of the Amended and Restated Director EIP shall be governed by the text of the Amended and Restated Director EIP.

Purpose

The purpose of the Amended and Restated Director EIP is to promote the interests of the Company and its shareholders by allowing the Company to attract and retain highly qualified Non-Executive Directors by permitting them to obtain or increase their proprietary interest in the Company.

Term

Unless the Amended and Restated Director EIP is earlier terminated by the Board, Awards may be granted under the Amended and Restated Director EIP until June 8, 2032.

Types of Awards

The equity or equity-related awards under the Amended and Restated Director EIP are based on our ordinary shares (“Shares”). The Amended and Restated Director EIP allows for the grant of (i) stock options to acquire our Shares (“Options”); (ii) restricted stock (“Restricted Stock Awards”); and (iii) restricted stock units (“RSUs”) (collectively referred to as “Awards”).

Administration

The Board (or other committee as the Board may appoint) (either, the “Committee”) will administer the Amended and Restated Director EIP. Consistent with the terms of the Amended and Restated Director EIP, the administrator will have the power to designate the type and other terms and conditions of Awards; interpret the terms and provisions of the Amended and Restated Director EIP and Award Agreements; accelerate the exercise, vesting, or transfer of the Awards; extend the term of the Awards; provide for the crediting of dividends or dividend equivalents with respect to any Award; waive any conditions to exercise, vesting, or transferability of Awards; and execute certain other actions authorized under the Amended and Restated Director EIP.

Eligibility

Any member of the Board who is not an employee of the Company (each, a “Non-Executive Director”) is eligible to receive Awards under the Amended and Restated Director EIP (such a Non-Executive Director who receives an Award is referred to herein as a “Participant”). As of March 31, 2022, the Company had five Non-Executive Directors.

Available Shares

The maximum aggregate number of Shares that may be issued pursuant to the Awards under the Amended and Restated Director EIP on or after June 8, 2022 shall not exceed 150,000 Shares, subject to adjustments due to recapitalization, reclassification, or other corporate events, as provided in the Amended and Restated Director EIP. If any Shares subject to an Award are forfeited, if any Award or any portion of an Award lapses or expires, or if any Award is settled for cash (in whole or in part) in accordance with its terms, the Shares subject to such Award shall, to the extent of such forfeiture, lapse, expiration, or cash settlement, again be available for future grants of Awards under the Amended and Restated Director EIP. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant and shall not be available for future grants of Awards: (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to any Award; and (iii) Shares purchased on the open market with the cash proceeds from the exercise of Options. For the sake of clarity, no Shares that remained available under the Director EIP for issuance prior to June 8, 2022 will be issued on or after June 8, 2022, and no Shares underlying Awards granted prior to June 8, 2022 will be or become available for grants of Awards under the Amended and Restated Director EIP on or after June 8, 2022. As of March 31, 2022, the market value of a Share was $16.80, representing the closing price on the NYSE on such day.

Awards

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ORDINARY RESOLUTIONS

Miscellaneous

Termination and Amendment

The Board may, at any time, suspend or discontinue the Amended and Restated Director EIP or revise or amend it in any respect whatsoever; provided, however, to the extent that any applicable law, regulation, or rule of a stock exchange requires shareholder

ORDINARY RESOLUTIONS

approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval.

Summary of U.S. Federal Income Tax Consequences of Awards

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE AMENDED AND RESTATED DIRECTOR EIP. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF AN INDIVIDUAL’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH ANY ELIGIBLE PARTICIPANT MAY RESIDE.

In order to determine the number of ordinary shares to be authorized for issuance under the Amended and Restated Director EIP and the Amended and Restated LTIP, the Company considered historical burn rate calculations relative to market levels, shareholder value transfer (SVT) relative to ISS’ requirements, projected equity awards to be granted to Directors, existing employees, and new hires during the term of the plans, potential dilution that the requested shares may cause to existing shareholders, and a headroom analysis. Based on the Company’s review of historical and projected grant practices, we have provided that 150,000 shares be authorized for issuance under the Amended and Restated Director EIP and 1,400,000 shares be authorized for issuance under the Amended and Restated LTIP.

Please refer to the tables set forth under “Share History and Share Usage” on page 23 for further information regarding share history, share usage, and the Company’s burn rate and SVT calculations with respect to the proposed number of shares authorized for issuance under the Amended and Restated Director EIP.

Other than non-discretionary grants described above, the amount and timing of Awards granted under the Director EIP and the Amended and Restated Director EIP are determined in the sole discretion of the Committee. Therefore, future awards that would be received under the Amended and Restated Director EIP are not determinable at this time. If the Amended and Restated Director EIP is approved, however, each Non-Executive Director who is acting as a director of the Company and who has been acting as a director of the Company for at least six (6) months after his or her initial appointment or election will receive a non-discretionary grant of RSUs up to 100% of their annual director’s fees on the date of the Annual General Meeting.

The following table sets forth information regarding Awards that were granted under the Director EIP to Non-Executive Directors, individually and as a group, during fiscal year 2021, our last completed fiscal year. As the Director EIP is only applicable to Non-Executive Directors, there were no Awards granted under the Director EIP to Executive Officers or employees of the Company. Please refer to the table set forth under “Plan Benefits” on page 24 for further information regarding the Awards granted to (i) Named Executive Officers, (ii) all current Executive Officers as a group, and (iii) all other employees as a group under the LTIP during fiscal year 2021.

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ORDINARY RESOLUTIONS

If the Amended and Restated Director EIP is approved by shareholders, the Company will file, as soon as reasonably practicable following shareholder approval, a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission with respect to the ordinary shares authorized for issuance pursuant to the Amended and Restated Director EIP.

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

Approval of the Amended and Restated Non-Executive Directors Equity Incentive Plan requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.

SPECIAL RESOLUTIONS

RESOLUTION 13: CANCELLATION AND
EXTINGUISHMENT OF ALL ISSUED
DEFERRED SHARES

Under the Companies Act 2006 (the “Act”), a company may, with the sanction of a special resolution and the confirmation of the court, reduce or cancel its existing share capital. It may apply the sums resulting from such reduction in repaying holders of the relevant shares and/or by crediting such sums to the company’s reserves.

This Resolution 13 will approve the cancellation of all of the existing deferred shares of £0.0001 each (the “Deferred Shares”) in the capital of the Company (the “Capital Reduction”). If duly passed, this Resolution 13 will provide that a nominal sum of £76,180.60 out of the sum of approximately £76.183 million resulting from the Capital Reduction will be paid to the holders of the Deferred Shares (pro rata to their holdings of Deferred Shares) and the remainder (approximately £76.107 million) will be credited to the Company’s reserves. This credit will have the effect of increasing the Company’s distributable reserves. Presently, the sum of approximately £76.183 million, which represents the nominal value of the Deferred Shares, constitutes a capital reserve and is not available for distribution except in certain limited circumstances permitted by the Act. The proposed repayment equates to a repayment of £0.10 per million Deferred Shares held.

The vast majority of the Deferred Shares were issued by the Company as part of a debt restructuring effected by way of two schemes of arrangement that took effect in 2007. The Deferred Shares carry only very limited rights to participate in the capital of the Company on a winding up and carry no voting or dividend rights. These rights are such as to make the Deferred Shares effectively worthless in the hands of their holders. The Board does not consider there to be any commercial purpose for the continued existence of the Deferred Shares. Accordingly, the Board has proposed the Capital Reduction in order to approve the cancellation of the Deferred Shares, which will have the effect of tidying up the Company’s balance sheet and augmenting the Company’s reserves available for distribution to ordinary shareholders.

The proposed Capital Reduction amounts to a variation of the rights attached to the Deferred Shares. Any variation to the rights attached to the Deferred Shares requires, in accordance with Luxfer’s Articles of Association, either (a) the consent in writing of the holders of not less than three-fourths in nominal value of the Deferred Shares or (b) the sanction of a special resolution passed at a separate general meeting of the holders of the Deferred Shares. Accordingly, we are convening a meeting of the holders of the Deferred Shares (the “Deferred Shareholders Meeting”), at which holders of the Deferred Shares, as a class, will be asked to pass a special resolution (the “Deferred Shareholder Resolution”) to sanction the Capital Reduction. The Deferred Shareholders Meeting is being convened on the same day as, and immediately following, the AGM. Shareholders should note that the Capital Reduction will not proceed unless the Deferred Shareholder Resolution is duly passed at the Deferred Shareholders Meeting (or at any adjournment thereof).

As stated above, the Capital Reduction is also subject to confirmation by the court. The Company will make an application to the High Court of Justice of England and Wales (the “Court”) to confirm the Capital Reduction if this Resolution and the Deferred Shareholder Resolution are both duly passed.

The Capital Reduction will take effect once the order of the Court confirming it and a statement of capital approved by the Court have been registered with the Registrar of Companies for England and Wales. Assuming this Resolution and the Deferred Shareholder Resolution are each duly passed on June 8, 2022, the Company currently anticipates that the final hearing of the Court would take place in late June or early July 2022 and that the Capital Reduction would take effect shortly thereafter. This timeline is indicative only and is subject to agreement of hearing dates with the Court. If either the AGM or the Deferred Shareholders Meeting is adjourned, the timeline will be adjusted accordingly.

In order to confirm the Capital Reduction, the Court will need to be satisfied that the interests of the Company’s creditors will not be prejudiced by the Capital Reduction. In consultation with professional advisors, the Board has undertaken a thorough review of the Company’s liabilities (including contingent liabilities). The Board considers that the Company will be able to satisfy the Court that, as of the date on which the order of the Court relating to the Capital Reduction becomes effective, the Company’s creditors will be sufficiently protected.

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SPECIAL RESOLUTIONS

Shareholders should note that if, for any reason, the Court declines to confirm the Capital Reduction, then the Capital Reduction will not take place.

Assuming the Capital Reduction does take effect, the Company’s registrars will send cheques to the holders of Deferred Shares in respect of their pro rata entitlement to repayment from the proceeds, as described above. All cheques will be denominated in pounds sterling. Once the Capital Reduction has taken effect, the Deferred Shares will be extinguished and cancelled, and the holders of Deferred Shares shall have no further rights in respect of the Deferred Shares except to receive the repayment as specified in this Resolution 13.

The Capital Reduction will not affect the voting or dividend rights of any holder of ordinary shares in the Company, or the rights of any holder of ordinary shares on a return of capital.

The Board reserves the right (where necessary by application to the Court) to abandon, discontinue, or adjourn any application to the Court for confirmation of the Capital Reduction, and hence the Capital Reduction itself, if the Board believes that the terms required to obtain confirmation are unsatisfactory to the Company or if as the result of a material unforeseen event, the Board considers that to continue with the Capital Reduction is inappropriate or inadvisable.

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

Approval of the reduction of the issued share capital of the Company by cancelling and extinguishing all of the issued Deferred Shares and, of the amount by which the share capital is so reduced, repaying an aggregate sum of £76,180.60 to the holders of Deferred Shares (pro rata to their holdings of Deferred Shares) and crediting the remaining amount to the Company’s reserves requires the affirmative vote of no less than 75% of the votes cast in person or by proxy at the Annual General Meeting.

SPECIAL RESOLUTIONS

RESOLUTION 14: AMENDMENT OF THE
COMPANY’S ARTICLES OF ASSOCIATION

This Resolution 14 authorizes the amendment of the Company’s Articles of Association (the “Existing Articles”) to delete references to, and provisions concerning, the Deferred Shares. This Resolution 14 will only take effect once the Capital Reduction (as described above in Resolution 13) has taken effect. In practice, it is, therefore, subject to and conditional on (i) Resolution 13 above being duly passed as a special resolution; (ii) the Deferred Shareholder Resolution (as described above in Resolution 13) being duly passed; and (iii) the Court exercising its discretion to confirm the Capital Reduction.

For reference, a copy of the relevant sections of the amended Articles of Association, showing the proposed amendments by way of comparison against the Existing Articles, is attached hereto as Appendix D.

Resolution 14 is a special resolution. The text of Resolution 14 is as follows:

Approval of the amendment to the Company’s Articles of Association requires the affirmative vote of no less than 75% of the votes cast in person or by proxy at the Annual General Meeting.

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BOARD OF DIRECTORS

INFORMATION

In evaluating nominees for the Board of Directors, the Board and the Nominating and Governance Committee took into account the qualities they seek for Directors, and the Directors’ individual qualifications, skills, and background that enable the Directors to effectively and productively contribute to the Board’s oversight of the Company, as discussed below in each biography under “Qualifications.” When evaluating re-nomination of existing Directors, the Committee also considers the nominees’ past and ongoing contributions to the Board and, with the exception of Mr. Butcher, who is an employee, their independence.

DIRECTORS STANDING FOR

ELECTION OR RE-ELECTION

In accordance with our Articles of Association, the number of Directors on the Board shall not be less than two and not more than ten. The Board, based on the recommendation of the Nominating and Governance Committee, proposed that the following five nominees be elected at the Annual General Meeting, each of whom will hold office until the next Annual General Meeting or until his or her successor shall have been appointed and qualified:

All nominees are currently Directors of Luxfer Holdings PLC, with the exception of Andy Butcher, who will join the Board upon his appointment as CEO effective May 6, 2022. All nominees were elected by shareholders at the 2021 Annual General Meeting, with the exception of Patrick Mullen, who joined the Board on September 1, 2021, and Andy Butcher, both of whom are standing for election for the first time.

The Nominating and Governance Committee reviewed the section entitled “Director Nominee Skills and Characteristics” on page 37 of this Proxy Statement and the specific experience, qualifications, attributes, and skills of each nominee, including membership(s) on the boards of other public companies. The following pages contain biographical information about the nominees.

BOARD OF DIRECTORS INFORMATION

BIOGRAPHICAL INFORMATION

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BOARD OF DIRECTORS INFORMATION

BOARD OF DIRECTORS INFORMATION

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BOARD OF DIRECTORS INFORMATION

DIRECTOR NOMINEE SKILLS AND
CHARACTERISTICS

The Nominating and Governance Committee annually reviews the performance and contributions of existing Board members to the extent they are candidates for re-election and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs. Accordingly, the Committee and the Board evaluate director nominees based on several criteria with a view of (i) bringing to the Board a variety of experience and backgrounds and (ii) establishing a core team of business advisors with relevant financial and management expertise.

Among the qualifications and skills of a candidate considered important by the Committee are: a commitment to representing the long-term interests of shareholders; leadership ability; willingness to take appropriate risk; professional and personal ethics, integrity and values; practical wisdom and sound judgement; international business experience; and business and professional experience in fields such as materials engineering, industrial manufacturing, technology, operations, product development, legal, and human resources. Candidates with substantial experience outside of the business community, such as in the public, academic, or scientific communities, are also considered by the Board and Committee. Board composition, effectiveness, and processes are all subject areas of our annual Board self-assessment, which is described in more detail below.

Our Board members offer a range of skills and experiences relevant to the Board’s oversight role. The following table summarizes the key skills and experiences of each Director that our Board considered important in its decision to nominate that individual for election or re-election to our Board. Further details about each Director’s qualifications are set forth in their individual biographies.

BOARD OF DIRECTORS INFORMATION

Diversity factors such as age, gender, and ethnic background are other important characteristics considered in identifying director candidates and determining nominees. The Committee also considers the tenure of incumbent Directors to ensure a mix of shorter-tenured Directors who provide fresh perspectives and longer-tenured Directors who provide experience in the Company and its business. While Luxfer has not adopted a formal diversity policy in connection with the evaluation of director candidates or the selection of nominees, the Board realizes that diversity amongst its members promotes differing perspectives and overall Board effectiveness. As such, promoting diversity is consistent with our goal of creating a Board that best serves the needs of the Company and the interests of our shareholders.

The Nominating and Governance Committee selects director candidates and nominees using a procedure by which it:

Working closely with the full Board, the Nominating and Governance Committee develops criteria for open Board positions, taking into account the needs of the Board and the Company at the time. The Committee commenced a search for a new Non-Executive Director in late 2020, following the procedure set forth above. The Committee began by analyzing the current Directors’ experience, qualifications, and skills to identify gaps in the Board’s skill set. This analysis resulted in the creation of a new Director profile. The Committee did not utilize the services of a search consultant to identify Patrick Mullen as a potential director candidate. Rather, the Committee utilized contacts within the Directors’ professional networks, and Patrick Mullen was identified as a potential candidate based on his reputation in the industry as former CEO of CB&I. Following interviews with the Committee, Chief Executive Officer, and the Board, the Committee proposed, and the Board approved, the appointment of Patrick Mullen as a Non-Executive Director in September 2021. Following the announcement of David Landless’ retirement from the Board in December 2021, Patrick Mullen was elected Board Chair effective March 11, 2022.

The Company’s Board of Directors has historically included the Chief Executive Officer as the sole Executive Director. Following his appointment as Chief Executive Officer, which will take effect on May 6, 2022, Andy Butcher will serve as a member of the Board of Directors. Given his 30-year tenure with Luxfer and his value-enhancing growth and acquisition experience, the Committee recommended, and the Board approved, Mr. Butcher’s appointment as a Director.

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BOARD OF DIRECTORS INFORMATION

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.” 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 can be found in the section entitled “Shareholder Proposals and Nominations for the 2023 Annual General Meeting of Shareholders” on page 83.

BOARD OF DIRECTORS INFORMATION

CORPORATE GOVERNANCE

	Board Composition and Independence		Board and Committee Practices		Shareholder Rights
·       80% independent Board ·       100% independent Board Committees ·       Independent Board Chair ·       Regular executive sessions ·       Full access to management, employees, and outside advisors ·       No Directors serve on more than 2 other public company boards		·       Annual Board, Committee, and individual Director self-assessment process ·       Comprehensive onboarding and continuing education program ·       Regular Board refreshment and a mix of tenure, including recommended Director retirement age ·       Active consideration of diversity in Director nomination process		·       Annual election of all Directors ·       Majority vote standard for Director elections ·       Equal classes of stock with equal voting power ·       No restrictions on shareholders’ rights to call special meetings ·       No poison pill ·       Processes for Director nomination by shareholders and communication with the Board
	Board Oversight Areas		Executive Compensation Program and Policies
·       Long-term strategic plans and capital allocation ·       Enterprise risk management, including cybersecurity ·       ESG and sustainability ·       CEO and management succession planning ·       Human capital management		·       Comprehensive clawback policy for cash incentive and equity awards ·       No guaranteed bonuses or special grants to executives ·       Share Plans include minimum vesting periods and do not contain evergreen provisions ·       Robust stock ownership guidelines for Executive Officers and Directors ·       No hedging or pledging of company securities by Executive Officers and Directors

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 (i.e., Patrick Mullen, Clive Snowdon, Richard Hipple, and Lisa Trimberger) are independent and have no material relationship with the Company that would interfere with their exercise of independent judgment. The Board has affirmatively determined that Andy Butcher, the only Executive Director nominee, is not independent because he will serve as Luxfer’s Chief Executive Officer, effective May 6, 2022.

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:

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BOARD OF DIRECTORS INFORMATION

In August 2021, David Landless, who has served as Board Chair since 2019, announced his decision not to stand for re-election at the 2022 Annual General Meeting. Mr. Landless’ decision was made in accordance with Luxfer’s Corporate Governance Guidelines, which recommend retirement of Directors after nine years of service. Following this announcement, the Board appointed Patrick Mullen to succeed Mr. Landless as Board Chair, effective March 11, 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, history of serving on the boards of other public companies, and knowledge of the manufacturing and engineering industries in general.

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 U.K. Corporate Governance Code. The responsibilities of an independent Board Chair include, among other things:

Luxfer’s Directors oversee the management of risks relevant to the Company as part of regular Board and Committee meetings. While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to the Board Committees, as appropriate. Each Board Committee focuses on specific risks within their respective area of responsibility. Topics reviewed by the Board as part of its risk oversight responsibilities include 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; and its organizational structure.

BOARD OF DIRECTORS INFORMATION

Luxfer’s management has day-to-day responsibility for identifying, evaluating, managing, and mitigating the Company’s risk. The full Board regularly reviews reports from management on various aspects of our business and related risks, including tactics and strategies for addressing such risks.

At least once per year, the Board of Directors and senior management engage in an in-depth strategic review of Luxfer’s outlook and strategies, which are designed to create long-term shareholder value and serve as the foundation upon which Company goals and actions are established. Throughout the year, the Board of Directors 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 self-assessment and 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 self-assessment. The Board annually conducts a self-assessment of the Board and each Committee. The assessment 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, 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 assessment responses are compiled by the Chair of the Nominating and Governance Committee. The Nominating and Governance Committee Chair leads a discussion of the assessment results at the following Board and Committee meetings. In addition to this annual self-assessment, verbal assessments are conducted in independent executive sessions at the end of every Board and Committee meeting.

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 2021, topics for Board education included Luxfer values and culture; anti-corruption and anti-bribery; anti-trust compliance; global insider dealing; pension regulation and strategy; share repurchase programs and trends; capital markets; cybersecurity and privacy; ESG; and diversity and unconscious biases.

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BOARD OF DIRECTORS INFORMATION

POLICIES AND PROCEDURES

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 the 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 entity. 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 2021, 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. As defined in the Policy, a “Related Person” is any (i) person who is or was (since the beginning of the last fiscal year for which Luxfer has filed a Form 10-K and Proxy Statement, even if they do not presently serve in that role) an Executive Officer, Director, or nominee for election as a Director of Luxfer, (ii) person who is the beneficial owner of greater than 5% of Luxfer’s outstanding ordinary shares, or (iii) Immediate Family Member of any of the foregoing. “Immediate Family Member” is defined as “any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, or any person (other than a tenant or employee) sharing the household of a person.”

In accordance with the Related Party Transactions Policy and consistent with Section 314.00 of the NYSE Listed Company Manual amended on April 2 and August 26, 2021, the Audit Committee must conduct a reasonable prior review of all “Related Party Transactions.” A “Related Party Transaction” is any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships (including any indebtedness or guarantee of indebtedness), in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, (ii) Luxfer is a participant, and (iii) any Related Person has or will have a direct or indirect material interest [other than solely as a result of being a Director or trustee (or any similar position) or a less than 10% beneficial owner of another entity]. In considering whether to approve a Related Party Transaction, the Audit Committee takes into account, among other factors it deems appropriate, 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 and the extent of the Related Person’s interest in the arrangement.

In 2021, there were no Related Party Transactions.

BOARD OF DIRECTORS INFORMATION

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.

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BOARD OF DIRECTORS INFORMATION

ENVIRONMENT, SOCIAL, AND HUMAN CAPITAL
INITIATIVES

Luxfer’s Board of Directors oversees the Company’s approach to ESG matters and receives regular updates on the Company’s progress. In general, the Board’s oversight over Luxfer’s ESG initiatives include governance-related policies and practices; our systems of risk oversight and management; how we advance environmental sustainability in our business and operations; 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 2021, we established stronger internal data collection and reporting procedures on our environmental metrics. Each Luxfer business unit compiles greenhouse gas emission inventories and monitors electricity and natural gas usage. Any other greenhouse gases produced as a result of manufacturing processes are also recorded. Natural gas, propane usage, and other CO₂e emissions are classified as “Scope 1,” while indirect emissions attributable to the Company through purchased electricity usage is classified as “Scope 2.” This data is compiled and converted into CO₂e emissions to calculate our total output according to standard conversion factors from the U.S. Environmental Protection Agency. Broadly speaking, natural gas and other pure gasses have very similar CO₂e equivalency regardless of where it is sourced. Year-on-year figures are used to identify any anomalies, and similar business units 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 chart below provides a summary of the Company’s Scope 1 and Scope 2 greenhouse gas emissions for 2021, 2020, and 2019.

Our total CO₂e emissions per $million in sales increased 5% compared to 2020. CO₂e emissions per $million in sales were lower in 2020 as a result of site shutdowns due to the COVID-19 pandemic. Scope 1 emissions increased by 47% in 2021, as we returned to normal production levels and, in some cases, worked to increase volume to satisfy higher demand levels. Scope 2 emissions decreased 14% year-over-year. Additional investments made in 2021 on electricity-saving projects and technology are anticipated to further decrease our CO₂e totals in 2022.

BOARD OF DIRECTORS INFORMATION

As part of our 2025 Environmental Goals, we are committed to reducing our CO₂e emissions by 20%, reducing waste-to-landfill by 20%, and reducing freshwater consumption by 10% from our baseline of 2019. With financially sound projects, we have started delivering on our sustainability commitments through improvements to the efficiency of our operations. Our goal in 2021 was to identify priority energy-efficiency projects, and we carried out several kaizen-type events to identify no- or low-cost projects to save energy, water, and improve our waste management. Below is a snapshot of the projects we focused on in 2021:

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 functional business units 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 (“IFR”), which is defined by the U.S. Occupational Safety and Health Administration (OSHA) as the number of work-related injuries per 100 full-time workers during a one-year period. These safety measures are integrated into the performance evaluations of our executives and are reported to the Board on a quarterly basis. Luxfer’s IFR from 2018 to 2021 is shown in the table below.

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BOARD OF DIRECTORS INFORMATION

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.

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 individual performance and the performance of the Company as a whole, including both short-term incentive pay and long-term equity awards. Full-time employees are offered paid time off, opportunity to participate in the Company’s various pension and retirement savings plans, and, for those employees located in the U.S., a 401(k) retirement savings contribution match. In addition, Luxfer employees may participate in the Company’s U.S. Employee Stock Purchase Plan (“ESPP”) and U.K. Share Incentive Plan (“SIP”), which provide employees an opportunity to become Luxfer shareholders at a reduced price. Through convenient payroll deductions, U.S. employees can purchase Company stock at a 15% discount under the ESPP. Similarly, under the SIP, U.K. employees can purchase Company stock through payroll deductions and, in turn, the Company grants participating employees one free share per every two shares purchased.

Luxfer also provides health benefit coverage, fitness and wellness programs, and healthy living incentives to our employees. We offer group medical, dental, and vision plans, along with life, disability and paid family leave offerings which vary by jurisdiction. Luxfer is proud to offer several optional fitness and wellness programs, such as our Employee Healthy Lifestyle Program. Available to our U.S. employees, this program offers partial reimbursement for certain gym and fitness center memberships, weight loss programs, and group exercise classes. U.S. 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.

In addition to financial and physical wellbeing, our employees’ social and emotional health is supported through access to wellness clinics and funded mental health counseling services. As a part of Luxfer’s group medical insurance plan, U.S. 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.

One of Luxfer’s core values is ‘Personal Development’ because we are only as strong as our employees who achieve, lead, and revolutionize our business. We believe in each employee’s ability to bring their unique skills and passions into the challenging and constantly evolving industries we serve by providing an environment to grow and take advantage of career opportunities.

Employees are provided training, learning, and development opportunities at all levels of the Company. At the management level, the Management and Executive Development Program focuses on individual strengths and fosters technical skills and knowledge to create the next generation of well-rounded Luxfer leaders. With a multi-faceted curriculum, the Program provides critical problem-solving, business management, and leadership skills. At the workforce level, management teams work closely with employees to ensure they have the skills, knowledge, experience, and support necessary to accomplish their goals. 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 bonuses are tied to the achievement of personal objectives. Moreover, setting personal objectives gets employees involved with 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. Available to all Luxfer employees, 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.

BOARD OF DIRECTORS INFORMATION

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 work environment in which people are treated with dignity, decency, and respect. Pursuant to the Company’s Equal Opportunity, Non-Discrimination, and Anti-Harassment Policy and Human Rights and Labor Practices Policy, the work environment at Luxfer is characterized by mutual trust and the absence of intimidation, oppression, and exploitation and operates free of discrimination or harassment.

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 parties 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:

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.

To further improve the sustainability performance of our supply chain, Luxfer facilities conduct due diligence on third parties through a variety of methods, including risk assessments and both on- and off- site audits, which provide us access to policies and records, production facilities, worker records, and workers for confidential interviews. Buyers in our purchasing department also receive additional training on the supplier standards covering human rights, labor practices, and working conditions at least once annually. Objectives related to these topics are also integrated into our buyers’ performance reviews.

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 violations anonymously via our hotline, which is available 24/7 and offers multi-lingual support for reporters in more than 170 languages.

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BOARD OF DIRECTORS INFORMATION

Cybersecurity and privacy risks are critical issues for Luxfer, as customer preferences and business-efficiency demands continue to lead to a more connected and digitized world. 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. The Committee receives reports on IT matters at least once quarterly 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 cybersecurity and business continuity risks.

Policies and Employee Training. We have global policies covering IT security standards and annual 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 U.K. General Data Protection Regulation 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 2021, 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/.

BOARD OF DIRECTORS INFORMATION

BOARD MEETINGS AND COMMITTEES

The Board meets regularly during the year, holds special meetings, and acts by unanimous written consent wherever circumstances require. In each regularly scheduled Board and committee meeting, the independent Directors also met in executive session, without the Chief Executive Officer or other members of management present. Directors are expected to attend all scheduled meetings of the Board of Directors, all meetings of the committee(s) on which they serve, and all shareholder meetings. The Board held seven meetings in 2021, six of which occurred virtually via videoconference. One hybrid meeting occurred in September, at which three Directors attended virtually via videoconference. All incumbent Directors attended 100% of the meetings of the Board and committee(s) on which they served during 2021, and all Directors who served during fiscal year 2021 attended at least 75% of the meetings of the Board and committee(s) on which they served. All Directors then serving attended the 2021 Annual General Meeting of Shareholders.

The Board has three standing committees comprised solely of independent Directors: the Nominating and Governance Committee, the Remuneration Committee, and the Audit Committee. The functions performed by these committees, which are set forth in more detail in their charters, are summarized below.

Name	Audit Committee	Remuneration Committee	Nominating and Governance Committee
Andy Butcher (1) Chief Executive Officer
Alok Maskara (2)
Patrick Mullen (3) Board Chair
David Landless (4)
Clive Snowdon
Richard Hipple
Lisa Trimberger
Allisha Elliott (5)
Total Meetings in 2021	6	2	5

Committee Chair

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BOARD OF DIRECTORS INFORMATION

A full description of the Committee’s role is set forth in the Nominating and Governance Committee Charter, available at https://www.luxfer.com/investors/governance/

The Board has affirmatively determined that all members of the Nominating and Governance Committee are independent in accordance with the NYSE listing standards and SEC regulations.

A full description of the Committee’s role is set forth in the Remuneration Committee Charter, available at https://www.luxfer.com/investors/governance/.

The Board has affirmatively determined that all members of the Remuneration Committee are independent in accordance with the NYSE listing standards and SEC regulations.

Remuneration Committee Interlocks and Insider Participation: No member of the Remuneration Committee is involved in a relationship requiring disclosure as an interlocking Director/Executive Officer or otherwise under Item 404 of Regulation S-K.

BOARD OF DIRECTORS INFORMATION

A full description of the Committee’s role is set forth in the Audit Committee Charter, available at https://www.luxfer.com/investors/governance/.

The Board has affirmatively determined that all members of the Audit Committee are independent in accordance with the NYSE listing standards and SEC regulations.

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BOARD OF DIRECTORS INFORMATION

DIRECTOR COMPENSATION

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-based incentive 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.

In 2021, 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 2021, 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. Alok Maskara, our former CEO, was the only Executive Director in 2021. He received no separate compensation for his 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 in 2021 or 2022.

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 (“EIP”). The plan under which awards are granted to Executive Directors is the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (“LTIP”). U.K.-based Executive Directors are eligible to participate in Luxfer’s U.K. Share Incentive Plan (“SIP”), which is open to all U.K. employees and U.K.-based Executive Directors. In the U.S., Luxfer has also established an Employee Stock Purchase Plan (“ESPP”), which is open to all U.S. employees and U.S.-based Executive Directors.

BOARD OF DIRECTORS INFORMATION

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 amount of shares such Directors should own in the Company. Further information on the Stock Ownership Guidelines is provided in the section entitled “Security Ownership” on page 44. A copy of the Stock Ownership Guidelines can be found on our website at www.luxfer.com/investors/governance/board/.

The following table summarizes the compensation that the Company paid for the period ended December 31, 2021 to the Non-Executive Directors serving on our Board of Directors at any time from January 1, 2021 through December 31, 2021. In 2021, the average total Non-Executive Director compensation, excluding Patrick Mullen who served for only four months of the year, was US$208,413.80.

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REMUNERATION COMMITTEE REPORT

The Remuneration Committee is responsible for, among other things, setting, reviewing, and approving executive compensation, including matters regarding Luxfer’s various compensation plans, and continually assessing the effectiveness of our compensation programs considering the Company’s overall compensation strategy. The Remuneration Committee may fulfill these responsibilities independently or in conjunction with the Board, as appropriate. The Remuneration Committee operates independently of management and in consultation with its independent compensation consultant.

The Remuneration Committee has reviewed and discussed the following Executive Compensation Discussion and Analysis with management, and based on such review and discussions, the Remuneration Committee has recommended to the Board that the Executive Compensation Discussion and Analysis be included in this Proxy Statement on Schedule 14A for the Annual General Meeting, to be filed with the SEC.

THE REMUNERATION COMMITTEE

Richard Hipple

Lisa Trimberger

Patrick Mullen

In accordance with the recommendation of the Remuneration Committee, our Board approved inclusion of the Executive Compensation Discussion and Analysis in this Proxy Statement on March 2, 2022.

EXECUTIVE COMPENSATION DISCUSSION
AND ANALYSIS

This Executive Compensation Discussion and Analysis describes Luxfer’s compensation practices and the executive compensation policies, decisions, and actions of our Remuneration Committee.

Through this Executive Compensation Discussion and Analysis and elsewhere in this Proxy Statement, we refer to the following group of individuals as the “Named Executive Officers.” The titles shown below reflect the position of each Named Executive Officer as of the date of the Annual General Meeting. This Executive Compensation Discussion and Analysis specifically relates to the compensation earned during 2021 by the current and former Named Executive Officers identified below.

Andy Butcher (1) Chief Executive Officer		Stephen Webster (2) Chief Financial Officer			Graham Wardlow Managing Director, Luxfer MEL Technologies
	Alok Maskara (3) Former Chief Executive Officer			Heather Harding (4) Former Chief Financial Officer

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

The following section provides background on our Named Executive Officers, other than Andy Butcher, Luxfer’s newly appointed CEO, about whom information is provided in the section entitled “Biographical Information” with respect to the election of Directors on page 34.

	Stephen Webster Chief Financial Officer Age: 50   Stephen Webster was appointed Chief Financial Officer effective March 1, 2022. From September 2016 to March 2022, Mr. Webster served as Luxfer’s Corporate Controller. Prior to joining Luxfer, Mr. Webster held various finance leadership roles at global businesses, serving as Head of Global Accounting at Seadrill Limited, an OSE-listed offshore drilling company, and ERP Business Integration Lead, IFRS Project Lead, and Financial Accounting Director at JT International, a global tobacco company. He has extensive experience in corporate financial management and external reporting under both U.S. GAAP and IFRS. Mr. Webster is a Chartered Accountant and holds a degree in International Management and Modern Languages from the University of Bath.
	Graham Wardlow Managing Director, Luxfer MEL Technologies Age: 54   Graham Wardlow was appointed Managing Director of Luxfer MEL Technologies (LMT) in October 2017, following the merger of Luxfer’s MEL Chemicals and Magnesium Elektron Alloys businesses. The Magnesium Powder’s business was subsequently incorporated into LMT in early 2022. Mr. Wardlow joined Magnesium Elektron in 1984 and undertook several technical and commercial roles before becoming Managing Director of the Magnesium Elektron Alloys business in 2008 and Divisional Managing Director of MEL Chemicals in May 2017. Mr. Wardlow holds a degree in Materials Engineering from Imperial College, University of London, as well as an M.B.A. from Keele University.
	Alok Maskara Former Chief Executive Officer Age: 51   Alok Maskara has served as Luxfer’s Chief Executive Officer, and a member of the Board of Directors, from July 1, 2017. As announced on March 23, 2022, Mr. Maskara has elected to leave the Company in pursuit of another opportunity. As of May 5, 2022, he will no longer be an Executive Officer of Luxfer. Before joining Luxfer, Mr. Maskara served as President of various business segments at Pentair Plc, a provider of water treatment solutions and sustainable applications, for eight years. He previously held various leadership positions at General Electric Corporation and McKinsey & Company. Mr. Maskara holds an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University, an M.S. in Chemical Engineering from the University of New Mexico, and a Bachelor of Technology degree in Chemical Engineering from the Indian Institute of Technology, Mumbai. Mr. Maskara currently serves as a Non-Executive Director of Franklin Electric Co., a provider of water and fuel movement and management products.
	Heather Harding Former Chief Financial Officer Age: 53   Heather Harding served as Luxfer’s Chief Financial Officer from January 1, 2018 to March 1, 2022. As of her retirement from Luxfer on March 1, 2022, Ms. Harding is no longer an Executive Officer of the Company.   From 2012 to 2017, Ms. Harding served as Vice President of Finance for Eaton Lighting, a business unit of Eaton Corporation, a power management company. Prior to that, she was Vice President of Finance for various operating units within Cooper Industries and Emerson Electric. Ms. Harding is a Certified Public Accountant and holds a Bachelor of Science degree in Accounting from Southern Illinois University at Carbondale.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

In addition to the individuals identified as Named Executive Officers in this Proxy Statement, the individuals listed below are current Executive Officers of the Registrant as of April 1, 2022.

	Peter Gibbons Vice President and General Manager, Luxfer Graphic Arts Age: 51   Peter Gibbons was appointed Vice President and General Manager of Luxfer Graphic Arts in July 2019. From July 2017 to July 2019, Mr. Gibbons served as Director of IT and Sourcing. Upon his appointment as Director of IT and Sourcing, Mr. Gibbons became a member of the Executive Leadership Team. Mr. Gibbons joined Luxfer in 2004 as European Financial Controller of the Magnesium Elektron Alloys business. From 2013 to 2014, he served as Luxfer’s Group Financial Controller, and from 2014 to 2017, Mr. Gibbons was the Divisional Finance Director of Luxfer’s Magnesium Elektron Alloys business.
	Megan Glise General Counsel and Company Secretary Age: 29   Megan Glise was appointed General Counsel and Company Secretary in September 2020. Ms. Glise joined Luxfer as U.S. Legal Counsel in July 2018 and was appointed Associate General Counsel in February 2019. In January 2020, she became a member of the Executive Leadership Team and an Executive Officer of the Company. Before joining Luxfer, Ms. Glise was an Associate Attorney at a Wisconsin-based law firm, where she focused her practice on corporate and transactional law. Ms. Glise received her Juris Doctorate from Marquette University Law School and holds a Bachelor of Arts degree in English and Criminology and Law Studies from Marquette University.
	Jeffrey Moorefield Vice President and General Manager, Luxfer Magtech Age: 58   Jeffrey Moorefield was appointed Vice President and General Manager of Luxfer Magtech on April 1, 2022, at which time he also became an Executive Officer of the Company. Mr. Moorefield previously served as Luxfer’s Vice President of Operations from March 2019 to March 2022. Before joining Luxfer, Mr. Moorefield served as Senior Vice President of Global Operations at Tennant Company, a provider of floor cleaning machines, products, and services. Prior to that, he served as Global Vice President of Operations for various business segments within Pentair Plc, a provider of water treatment solutions and sustainable applications. Mr. Moorefield holds a Bachelor of Science degree in Industrial Technology from Western Kentucky University.

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

The Remuneration Committee sets and administers policies that govern Luxfer’s executive compensation and is responsible for:

The Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders’ economic interests. The Committee seeks to accomplish such alignment by rewarding the achievement of specific annual, long-term and strategic goals that create lasting shareholder value. Specific objectives of our executive compensation program include:

To balance the objectives described above, our executive compensation program typically includes the following compensation elements: (i) base salary; (ii) non-equity incentive compensation; (iii) long-term equity incentive awards; (iv) pension or 401(k) contributions; (v) employee share purchase plans; and (vi) other benefits, such as flex perks and healthcare, life, and disability insurance coverage. The Remuneration Committee reviews total compensation for Executive Officers and the relative levels of each of these forms of compensation against the program’s objectives. The total compensation structures for our then-serving CEO and the other Named Executive Officers in 2021 are shown in the graphs below.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

In order to assess the appropriateness and effectiveness of Luxfer's fiscal 2021 compensation program, Luxfer's overall financial performance and the individual performance of the Named Executive Officers is considered.

	2021 Financial Performance		Portfolio		Shareholder Value
●    15.2% sales increase ●    17.6% EBITDA increase 4 ●    7.5% organic revenue growth 4 ●    Reduced pension deficit from $91 million in 2014 to near-zero in 2021 ●    Net debt to EBITDA ratio of 0.8x		●    Strengthened alternative fuel offerings through Structural Composites Industries acquisition ●    Divestiture of most aluminum operations to open new avenues for growth ●    Continued pursuit of bolt-on acquisitions as a key factor in growth strategy		●    Returned $20 million to shareholders via dividends and share repurchases ●    Announced long-term EPS goal of $2.00 or more by 2025 ●    Entered final phase of Transformation Plan to simplify Company structure and generate cost savings
	Innovation		People and Culture
●    New Unitized Group Rations-Express products introduced in our Meals Ready to Eat product line ●    New zirconium products in the medical and electronics end-market		●    Executed several successful leadership transitions ●    Expanded DEI recruitment practices and increased diversity training

In 2020, our Named Executive Officers showed exceptional performance and leadership in navigating the Company through the COVID-19 pandemic, driving progress on business restructuring initiatives and building long-term value. Notwithstanding their significant accomplishments, the impact of the pandemic on our businesses and the resulting actions of our Remuneration Committee in light of challenging performance led to a meaningful reduction in CEO and other Named Executive Officer compensation in 2020. In contrast, our strong financial performance and execution of long-term strategy in fiscal 2021 resulted in higher payouts to our Named Executive Officers, as described in the following sections. These dynamics contributed to the compensation increases shown in our Summary Compensation Table for fiscal 2021.

In 2021, our Named Executive Officers were compensated as follows:

⁴ Organic revenue growth, EBITDA, and adjusted earnings per share are non-GAAP measures. For a reconciliation and explanation of these non-GAAP measures, see Appendix A.

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Consistent with our focus on Pay for Performance, each of our Named Executive Officer's performance in relation to their personal objectives in 2021 contributes to their overall compensation. These objectives include both strategic and financial initiatives, which are aimed at ensuring Luxfer's long-term, sustainable performance and competitive differentiated value proposition. Each of our Named Executive Officer's delivery against these personal objectives is analyzed to determine their overall performance. The following is a summary of the Named Executive Officers’ delivery against their personal objectives in 2021.

In setting compensation for our Executive Officers, 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 elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee applies judgement and discretion in establishing targeted 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; and succession planning. In setting compensation for 2021, the Committee used the output from the total compensation analysis performed by Meridian Compensation Partners LLC ("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 Named Executive Officers.

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 the 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 a valuation or a market capitalization comparison.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

2021 COMPENSATION PROGRAM
ELEMENTS

Our Named Executive Officers’ total compensation in fiscal 2021 was comprised of the following elements:

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. 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 determined by the Committee 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, and individual performance.

The Committee undertook its annual review of base salaries for the then-serving Named Executive Officers, in accordance with its normal procedures. There were no increases to the base salaries of the Named Executive Officers between 2019 and 2020. While base salaries remained the same, total salary payout in 2020 was less than 2019 due to the impact of COVID-related furloughs and voluntary pay reductions. For fiscal 2021, the Committee determined that annual merit increases were warranted based on performance, market comparisons, and changes in level of responsibility. Effective January 1, 2021, the Committee approved an annual merit increase to Alok Maskara’s base salary of 5.9%, or from US$675,000 in 2019 to US$715,000. Additionally, in 2021, Heather Harding received a 12.3% merit increase from her 2019 base salary; Graham Wardlow received an 11.9% merit increase from his 2019 base salary; and Stephen Webster received an 11.9% merit increase from his 2019 base salary. Andy Butcher’s base salary was not changed in 2021.

The goal of Luxfer’s non-equity incentive compensation program is to retain, motivate, and incentivize high caliber individuals and promote the achievement of Luxfer's key financial and strategic goals and targets by:

To achieve these objectives, non-equity incentive compensation is tied to financial and individual performance metrics. The Remuneration Committee determines a percentage of each then-serving Named Executive Officer’s base salary as a targeted level of incentive opportunity. These targeted levels are based on the Committee’s review of Meridian's recommendations, relevant survey data, and, in the case of Named Executive Officers other than the CEO, the recommendations of the CEO. Generally, the Committee sets each Executive's target incentive opportunity as a percentage of base salary, with reference to the Comparator Group’s median target payouts.

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

The actual annual incentive opportunity set by the Committee for each Named Executive Officer varies depending on a wide range of factors, including 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 performance, level of responsibility, and experience.

An Executive Officer’s base salary multiplied by the annual incentive opportunity percentage establishes the target annual incentive for which the Executive Officer is eligible. The Committee determined annual incentive targets in 2021 for all Named Executive Officers. These annual incentive targets (as a percentage of salary and their value in U.S. dollars) are shown below, together with the maximum non-equity incentive compensation opportunity available and the actual non-equity incentive compensation payout for 2021.

Alok Maskara and Heather Harding

In determining the 2021 non-equity incentive compensation for Luxfer’s then-serving CEO, Alok Maskara, and the then-serving CFO, Heather Harding, the Remuneration Committee considered the following two performance measures: Cash Conversion and Management EBITA. For purposes of this calculation, Management EBITA is defined as operating income adjusted for equity income/(loss) of unconsolidated affiliates, qualifying restructuring charges, impairment charges, acquisition-related charges/credits, amortization of finance costs, the unwind of deferred consideration, amortization of acquired intangibles, and share-based compensation charges. Additionally, Cash Conversion is defined as the ratio of Management EBITA to adjusted operating cash flow. Adjusted operating cash flow is reconciled from Management EBITA by adding back depreciation; loss/(gain) on the disposal of property, plants, and equipment; and changes in assets and liabilities net of effects of business acquisitions, non-restructuring capital expenditures, equity income of unconsolidated affiliates, and U.K. pension deficit funding contributions.⁵

Each year, the Remuneration Committee reviews and sets, and the Board approves, the Management EBITA targets applicable to the CEO and CFO for the following year. The performance measures, together with the corresponding Threshold, Budget, and Maximum values, applicable to our CEO and CFO in 2021, and the weight assigned to each performance measure, were as follows:

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

While the preceding paragraphs describe the processes and philosophies used by the Remuneration Committee and the Board in setting the Company’s overall performance measures applicable to the CEO and CFO, substantially the same processes and philosophies are used in setting the performance measures applicable to the other Named Executive Officers.

Andy Butcher and Graham Wardlow

In determining the 2021 non-equity incentive compensation for Andy Butcher and Graham Wardlow, the Committee considered, based upon recommendations of the CEO, the following three performance measures in relation to each Named Executive Officer’s business unit: Cash Conversion, Management EBITA, and personal objectives (as set by the CEO based on performance against established Balanced Scorecard Metrics, which are further described below).

The Threshold Cash Conversion for all business units was set at 85%, the Budget Cash Conversion for all business units was set at 100%, and the Maximum Cash Conversion for all business units was set at 115%. The Cash Conversion performance measures applied to these Named Executive Officers are slightly higher than the measures applied to the CEO and CFO, as the Cash Conversion applicable to the CEO and CFO is based on the overall Cash Conversion of Luxfer as a whole, which includes the overall net cash position for the corporate cost center, traditionally a net cash outflow.

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. Please refer to the chart below for the performance measures, together with the corresponding Threshold, Budget, and Maximum values, applicable to Andy Butcher and Graham Wardlow in 2021.

The Named Executive Officers’ personal objectives are determined and measured against the Balanced Scorecard Metrics. The Balanced Scorecard Metrics for 2021 included three separate scorecards:

The performance measures applicable to Andy Butcher and Graham Wardlow, as well as the weight assigned to each performance measure, were as follows:

Stephen Webster

In determining the 2021 non-equity incentive compensation for Stephen Webster, the Committee considered, based on the recommendations of the CEO, the following three performance measures in relation to Mr. Webster’s role as Corporate Controller: Cash Conversion, Management EBITA, and personal objectives. The Threshold, Budget, and Maximum values for Cash Conversion and Management EBITA were the same as those applicable to our CEO and CFO in 2021. Mr. Webster’s personal objectives for

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

2021 included (i) corporate tax compliance and efficiency; (ii) U.S. pension plan transition; (iii) corporate FP&A enhancement; (iv) internal audit effectiveness; and (v) oversight of external financial reporting. The performance measures applicable to Stephen Webster, as well as the weight assigned to each performance measure, were as follows:

The following chart shows the total non-equity incentive compensation earned by each of the Named Executive Officers for 2021 and the maximum opportunity available to each of them (as a percentage of their base salary). Overall, the non-equity incentive compensation earned by each of our Named Executive Officers in 2021 was significantly higher than that in 2020. This increase was driven by strong performance in Management EBITA and Cash Conversion in fiscal 2021, at both the group-wide and business unit level. The Company achieved Management EBITA and Cash Conversion at levels above Budget, with Management EBITA exceeding the Maximum target and Cash Conversion falling slightly below the Maximum target on a group-wide basis.

In terms of delivery against personal objectives, which applies to the Named Executive Officers other than the CEO and CFO, performance in 2021 exceeded historical averages. Despite a challenging business environment resulting from the pandemic, the business units made significant progress in recovery and in penetrating new growth opportunities, such as alternative fuel and gasoline particulate filtration technology. Similarly, the Company made significant progress in enhancing corporate financial planning and analysis and bolstering corporate controls to establish and maintain best-in-class processes that meet all external and internal reporting requirements. In addition, the Named Executive Officers played a critical role in furthering succession planning and talent development, which resulted in retention rates above the industry average.

2021 NON-EQUITY INCENTIVE COMPENSATION

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Awards granted pursuant to Luxfer’s Long-Term Umbrella Incentive Plan (“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. Additionally, the Remuneration Committee has discretion to use and set a range of performance measures applicable to awards granted under the LTIP. These performance measures are to be appropriate and support Luxfer’s long-term strategy at the time the award is granted. For recent awards, the Committee has used the following performance measures in various combinations: time-based (four-year vesting), earnings per share (“EPS”), and total shareholder return (“TSR”). Discretion over what type or combination of types of awards to be made is exercised by the Committee based on what the Committee considers to be the market norm in the U.S. and U.K., as well as the circumstances in which the award is made. Awards are made and satisfied using existing treasury shares, shares held in an employee benefit trust, or through the issue of new shares. Participants are required to pay, at minimum, the nominal cost of an ordinary share.

In 2021, the Remuneration Committee awarded long-term incentive compensation under the LTIP. As it does each year, the Remuneration Committee referenced benchmark data (including compensation surveys, Comparator Group information, and other data provided by Meridian) in setting the targeted Budget award level (as a percentage of base salary) for each Named Executive Officer. For each Named Executive Officer’s award available at Budget level, 40% of this award was granted in March 2021 in the form of time-based RSUs or time-based options, vesting evenly on the first four anniversaries of the grant date. The remaining 60% of the Budget award allocation was split as follows: 24% of the award available based on the achievement of a certain adjusted diluted EPS for the year ended December 31, 2021 and 36% of the award available on the delivery of a certain relative TSR. The TSR metric consists of a ranking of Luxfer's performance against a peer group of twenty companies for the last ninety days of the year ending December 31, 2023. Based on the relative level of shareholder return achieved, awards in relation to TSR would vest evenly in March of 2024 and 2025. Stephen Webster was only awarded time-based options in March 2021.

For both performance elements of these awards, the Named Executive Officers can achieve a Threshold, Budget, or Maximum number of awards, based on delivery of financial performance during the relevant measurement period. Maximum award potential is capped at a certain percentage of each Named Executive Officer’s salary, depending on the share price at the award communication date.

The adjusted diluted EPS Threshold for the following year is set using the forecasted EPS in December of the current year. The adjusted diluted EPS Budget and Maximum amounts for the following year are set using a calculation that considers the EBITA Budget and Maximum amounts, target tax rate, and target interest expense. RSUs and stock options awarded as a result of EPS achievement are also subject to a service-based vesting requirement, with 33.33% of the earned units vesting on the second anniversary of the grant date, 33.33% on the third anniversary of the grant date, and 33.33% on the fourth anniversary of the grant date. The TSR performance award achievement varies based on Luxfer's TSR being between the 25^th and 75^th percentile at the end of the measurement period. RSUs and stock options awarded as a result of TSR achievement are also subject to a service-based vesting requirement, with 50% of the earned units vesting on each the third and fourth anniversaries of the grant date.

The table below summarizes the total award, at Budget, made available to each of the Named Executive Officers in March 2021, as approved by the Remuneration Committee.

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Healthcare 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 U.S. employees through our active employee plans. Luxfer provides complimentary life, accidental death, and dismemberment insurance to its full-time U.S. 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). In addition to these benefits for active, full-time U.S. 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 U.K. equivalent of certain healthcare benefits and insurance coverages are made available to U.K. employees. U.K. employees that are invited and elect to join the healthcare insurance program receive this benefit as a benefit-in-kind. U.K. employees that belong to a Company pension plan receive life insurance coverage with a benefit amount of 7x such employee's salary. U.K. 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 healthcare benefits is 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.

401(k) Savings Plan

All of our Named Executive Officers who are based in the U.S. are eligible to participate in Luxfer's 401(k) Savings Plan in the same manner as all U.S. 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.

Other Retirement Benefits

Named Executive Officers based in the U.K. 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 below in the section entitled “2021 Pension Benefits.” Alok Maskara is paid the equivalent of 25% of his annual base salary as a salary supplement in lieu of contributions to the Company’s pension plans. Currently, a portion of this supplement is being paid into Luxfer's 401(k) Savings Plan for Alok Maskara.

Other Paid Time Off Benefits

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

Luxfer has established policies and procedures, which apply to all employees, our Named Executive Officers, and Directors in relation to the clawback of certain incentive compensation. Specifically, if, during the preparation of the current year’s financial results, a material misstatement of the previous year’s results is discovered, a clawback of the non-equity incentive compensation and long-term equity awards granted with respect to such misstated financial results may occur. The Remuneration Committee has discretion in applying such policy to recover or recoup incentive compensation in situations involving a material misstatement of financial results. Furthermore, the Remuneration Committee may take into account any factors it deems reasonable in determining whether to seek recoupment of previously paid incentive compensation; how much incentive compensation to recoup from individual Executive Officers, employees, and Directors; and the form of such incentive compensation to be recouped.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Annually, the Remuneration Committee, in consultation with management, conducts a review of the Company's compensation plans and practices with respect to risk. To aid in this review, the Remuneration Committee consulted with Meridian, the Committee’s independent compensation consultant, to identify risk aggravators and mitigating factors, particularly in the incentive plans offered to management personnel, and opine whether such factors are reasonably likely to incentivize employees to take risks that could have a material adverse effect on the Company. In considering Meridian’s analysis and its own discussions, with and without management present, the Remuneration Committee concluded that the Company’s compensation plans and practices are not reasonably likely to incentivize employees to take risks that could have a material adverse effect on the Company. The reasons for concluding that Luxfer’s compensation plans and practices do not create material risk for Luxfer include that the Company (i) implements risk mitigation mechanisms; specifically, it utilizes short (one-year) performance periods, measures performance at a group-wide level, considers discretionary individual performance factors, and utilizes the Remuneration Committee to oversee awards to executives and employees; (ii) sufficiently monitors the appropriateness of the compensation and benefit plans that are available to Luxfer's executives and employees; and (iii) leverages the expertise of third party advisors, such as Meridian, where necessary to ensure that Luxfer’s compensation and deferred compensation programs are appropriate when compared to market. As there has been no change to the compensation plans and practices in 2021, the Remuneration Committee is still of the opinion that Luxfer’s compensation plans and practices are not reasonably likely to incentivize employees to take risks that could have a material adverse effect on the Company for the reasons stated above.

The Named Executive Officers are party to employment agreements with Luxfer Holdings PLC or one of its subsidiaries. Each employment agreement contains provisions regarding the termination of such Executive’s employment and the Company's related severance obligations.

If Luxfer terminates an Executive who is party to an employment agreement for “Cause”, Luxfer will pay the Executive all accrued and unpaid base salary and any accrued and unpaid benefits, such as vacation, through the date of termination, after which Luxfer will have no further obligation under the employment agreement to the Executive, unless specified by further written agreement.

If the employment of the Executive who is party to an employment agreement terminates due to their death or disability, the Executive or their estate will receive all accrued and unpaid base salary and any accrued and unpaid benefits, such as vacation, through the date of death or disability, after which all right to benefits will terminate and Luxfer will have no further obligation to the Executive or their estate under the employment agreement.

The employment agreements contain various notice periods, which are applicable to both the Executive and the Company, in the event either party wishes to terminate the Executive’s employment for reasons other than “Cause,” “Good Reason,” disability, or death. If the Executive resigns without “Good Reason,” Luxfer will pay the Executive all accrued and unpaid base salary and any accrued and unpaid benefits, such as vacation, through the effective date of termination (typically being the last day of the notice period), after which Luxfer will have no further obligation under the employment agreement to the Executive, unless specified by further written agreement. If the Executive provides written notice of resignation, and such resignation is without “Good Reason,” the Company reserves the right to terminate the Executive’s employment, at any time, prior to the expiration of the notice period. In such event, Luxfer will (i) pay the Executive the Executive’s gross base salary (less such tax and other sums as may be lawfully deducted) for the notice period or remaining balance thereof; (ii) pay the Executive a cash payment equal to the Executive’s annual non-equity incentive compensation at Budget, as pro-rated to reflect actual dates of service during the applicable fiscal year, including any remaining balance of the notice period; and (iii) vest any unvested, and outstanding, time-based equity awards that would have become vested during the notice period. Performance-based awards are treated in accordance with the Remuneration Policy and the rules of the Long-Term Umbrella Incentive Plan. Following payment of the foregoing, Luxfer will have no further obligation to the Executive under the employment agreement.

If the employment of the Executive who is party to an employment agreement is terminated by the Company for any reason other than death, disability, or Cause, the Executive will be entitled to (i) a cash severance payment equal to 12 months of the Executive’s annual base salary at the time of termination; (ii) a cash payment equal to the Executive’s annual non-equity incentive compensation at Budget; and (iii) immediate vesting of any unvested, and outstanding, time-based equity awards. Performance-based awards are treated in accordance with the Remuneration Policy and the rules of the Long-Term Umbrella Incentive Plan. The foregoing severance benefits are subject to the Executive entering into and not revoking a release of claims in favor of Luxfer and its affiliated entities.

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Upon a “Change in Control” of Luxfer, and provided the Executive does not receive an employment offer from the controlling entity of a similar nature on terms no less favorable than those set forth in the employment agreement, Luxfer will pay the Executive a severance payment consisting of (i) two times the highest basic annual salary of the Executive and (ii) the Executive’s annual non-equity incentive compensation, at Budget, for the applicable fiscal year. Outstanding, but unvested, time-based equity awards will vest immediately, while performance-based awards will be treated in accordance with the Remuneration Policy and the rules of the Long-Term Umbrella Incentive Plan. Following payment of the foregoing, Luxfer will have no further obligation under the employment agreement to the Executive.

The table below summarizes the total payout to each of the Named Executive Officers subject to an employment agreement in the event of termination by the Company for reasons other than death, disability, or Cause, as well as termination following a Change in Control. The following payouts were calculated using the compensation figures detailed in this Executive Compensation Discussion and Analysis and thus relate to the positions in which the Executives held in fiscal year 2021.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION TABLES

The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers for the years ended December 31, 2021, 2020, and 2019.