Luxfer : 2025 AGM Proxy Statement

Published: 2025-05-15 12:29:06 ET LXFR

Published on 05/15/2025 at 12:29

& NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

A MESSAGE FROM OUR

Dear Luxfer Shareholders,

It is my pleasure to share the notice of Luxfer's 2025 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 5, 2025, at 8:30 a.m. BST. The formal notice of the AGM is set out on page 1 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 "2025 Annual General Meeting Information" on page 2.

Looking back over the last twelve months, 2024 marked a year of strong recovery for Luxfer, with the company delivering exceptional cash generation and margin improvement, following on from the unprecedented challenges which impacted the prior year. Furthermore, against a backdrop of a dynamic operating and macroeconomic environment, I am extremely proud of the Company's execution, benefiting from self-help operational efficiency gains and being well prepared to leverage market growth opportunities, particularly from defense applications.

The strategic review announced in late 2023 identified key initiatives, including the planned sale of our Graphic Arts business, which no longer aligns with our margin and profitability targets. This sale remains on track for completion in the first half of 2025, enabling Luxfer to streamline its portfolio and concentrate on higher-margin areas of expertise. These opportunities are typically aligned with megatrends, such as those associated with

Board Chair

lightweight material technology capabilities, and include continuing success with our aerospace and defense products within our Elektron segment I would also highlight clean energy and the development of impressive new alternative fuel products in bulk hydrogen storage and transportation. This renewed focus on core competencies positions the Company well to deliver on its mission to help create a safe, clean and energy efficient world.

I am also pleased to confirm that Luxfer's third biannual Sustainability Report was published in December 2024, highlighting considerable progress in our environmental, social, and governance ("ESG") initiatives. This report, which contains more granular social and environmental data, serves as a key resource for all of the Company's stakeholders.

Luxfer's strong governance practices continue to serve as the foundation for the Company's execution of key strategic projects. We are proud of the extensive and impressive experience of our Directors, which further strengthens our ability to drive success. I am pleased that Luxfer continued to return meaningful capital to shareholders in the form of dividends and share buybacks, once again amounting to more than $16 million in the year.

As we look to the future, I am confident that Luxfer is well positioned to build on the strong recovery of the past year, to overcome continuing macroeconomic uncertainty and to capitalize on opportunities, delivering sustainable value for our shareholders.

Thank you for your continued support and confidence in Luxfer. Sincerely,

Patrick K. Mullen

Board Chair

Dear Luxfer Shareholders,

A MESSAGE FROM OUR

Overall, 2024 was pivotal for Luxfer, as we sharpened our focus on core competencies and took decisive steps to enhance operational efficiencies following the challenges we faced in the second half of 2023. We strengthened our manufacturing operations through plant consolidation and by securing raw material supplies, and we finalized additional long-term agreements with customers. Margins improved and we delivered exceptional cash generation. It was a successful year, and I would like to express my sincere appreciation to each of our 1,475 Luxfer employees for their extraordinary efforts and dedication.

2024 Highlights and Achievements

For the full year 2024, our Net Sales were $362.3 million with Adjusted EBITDA of $49.8 million at an improved 13.7% margin. Free cash flow reached $47.7 million benefiting from ongoing focus on working capital, the proceeds from a land sale, as well as the recovery of historic legal costs. We ended 2024 with a strong balance sheet, Net Debt at $41.0 million and Net Debt Leverage of 0.7x.1

Looking in more detail at the specific achievements of 2024, in Gas Cylinders we executed on new long-term agreements with our larger customers serving the global first-responder market. These agreements underscore the value our customers place on our expertise and technological know-how while enabling the passing on of input cost changes on a more timely basis. Following the completion of our new bulk gas transportation facility in the U.K we recently completed on schedule the manufacture of our first G-Stor® Go Hydrosphere trailer, hitting an important milestone in our clean energy journey.

The recovery in Elektron performance was particularly pleasing and was led by strong second half demand for Defense products in both our Flameless Ration Heaters and Powders businesses. The impact of a favorable product mix coupled with cost saving initiatives helped drive the segmental EBITDA margin close to the historic benchmark of 20% in the final quarter of the year.

Turning to lean operations, we completed two important consolidation projects: one in our Elektron Powders business which concluded with the sale of the Lakehurst, New Jersey site, and the other which resulted in the simplification of our Gas Cylinders operations in North America. Both projects have delivered higher efficiency and performance in the year, making a meaningful contribution to the margin improvement highlighted above.

Strategic Review Update

As a reminder, we initiated the strategic review process in late 2023, which reached three key conclusions. First, we determined that the Graphic Arts business is not central to Luxfer's go-forward strategy and we are on track to complete the sale of this business in the first half of 2025. Second, our revised internal Strategic Growth plan offers strong upside, and we remain highly encouraged by the opportunities for improved performance over the next few years. And third, the Gas Cylinders and Elektron segments have no significant strategic synergies, but there is no immediate need to separate them in the current capital market conditions. We continue to stand by these conclusions, moving forward with the sale of Graphic Arts, although we are not involved in any other active process at this time and are very much focused on delivering value from our business plans.

Looking Ahead

At the heart of our strategic decisions lies our mission to help to create a safe, clean, and energy-efficient world. This is our guiding principle, driving us to innovate and deliver solutions that contribute to a better future for all.

While we were pleased with the recovery delivered in 2024, we continue to operate in a dynamic environment, characterized by considerable macroeconomic and geopolitical uncertainty which could impact near-term performance. That said, we remain confident that we are well positioned to actively pursue a strategy of future business growth aligned with macro trends in defense, clean energy, aerospace, automotive, and medical applications.

As we embrace the opportunities ahead, I want to express my gratitude for your continued support and confidence in our company. Thank you for being a Luxfer shareholder.

Sincerely,

Andy Butcher

Chief Executive Officer

1 Net Sales, Adjusted EBITDA, Net Debt, and Net Debt Leverage are non-GAAP measures. For a reconciliation and explanation of these non-GAAP measures, see Appendix A.

Notice of 2025 Annual General Meeting 1

2025 Annual General Meeting Information 2

Questions and Answers 5

Proxy Statement Summary 9

Resolutions 1-6: Election of Directors 13

Resolution 7: Approval of Directors' Remuneration Report 14

Resolution 8: Approval of Executive Compensation 15

Resolution 9: Frequency of "Say-on-Pay" Votes 16

Resolution 10: Appointment of Independent Auditor 17

Appointment

Named Executive Officers 51

Executive Compensation Framework 52

2024 Executive Compensation Program 55

Pay Versus Performance 68

Compensation-Related Policies and 72

Arrangements

Summary Compensation Table 78

Grants of Plan-Based Awards in 2024 80

Outstanding Equity Awards at Dec. 31, 2024 81

2024 Option Exercises and Shares Vested Table 83

2024 Pension Benefits 84

Resolution 11: Independent Auditor's Remuneration 18

Resolution 12: Authority to Issue Shares and to

Grant Rights to Subscribe for or Convert Securities Into Shares

Resolution 14: Authority to repurchase ordinary shares and the terms of repurchase contract.

Audit Committee Pre-Approval Policy

Fees Paid to the Independent Auditor

LUXFER'S BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

10 EQUITY COMPENSATION PLAN INFORMATION

Directors Standing for Re-Election

Equity Compensation Plan Information

Director Biographies

11 SECURITY BENEFICIAL OWNERSHIP AND

Resolution 13: Authority to Disapply Preemptive Rights to Equity Securities Issued or Sold for Cash

19 CEO pay ratio 85

21 2024 Audit Committee Report 86

Board Meetings and Committees 31

Corporate Governance 34

Security Ownership Table 90

Governance Policies and Practices

Compliance

Environment, Social and Governance Initiatives

ADDITIONAL INFORMATION

Non-Executive Director Compensation

REMUNERATION COMMITTEE REPORT

2026 Shareholder Proposals, Where You Can Find More Information, and Forward-Looking Statements and Other Disclaimers

Section 16(A) Beneficial Ownership Reporting 92

2024 Remuneration Committee Report 49

A-B APPENDICES

Appendix A: Reconciliation of Non-GAAP Financial A Measures to GAAP Measures

Appendix B: Memorandum of terms of form B repurchase contract pursuant to Eule 10B5-1

Disclaimer

Luxfer Holdings plc published this content on May 15, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2025 at 16:28 UTC.