Innospec adds director Shelley Bausch to its board

Innospec Inc. reported a change in its Board of Directors.

Accepted by SEC EDGAR 06/04/2026 - 04:31 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Innospec Inc. reported a change in its Board of Directors. Effective June 2, 2026, the Board increased its size from seven to eight members and appointed Shelley Bausch as a Class II director, starting July 1, 2026 and serving until the 2027 annual stockholder meeting or until a successor is elected and qualified.

She will also join the Audit Committee on July 1, 2026. As a non-employee director, Ms. Bausch will receive a standard annual cash retainer of $100,000, plus an additional annual $5,000 for Audit Committee service, both paid quarterly. She will be eligible for an annual equity grant with an expected value of $125,000 under the company’s Long-Term Incentive Omnibus Plan, similar to awards granted in February 2025, which vest after three years. She may also earn $2,000 per additional day for extra services at the CEO’s request, and the company states there are no related-party transactions requiring disclosure.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board size: 8 directors Annual cash retainer: $100,000 Audit Committee retainer: $5,000 +3 more

6 metrics

Board size 8 directors Increased from seven to eight effective June 2, 2026

Annual cash retainer $100,000 Standard non-employee director cash retainer, paid quarterly

Audit Committee retainer $5,000 Additional annual retainer for Audit Committee membership, paid quarterly

Annual equity grant value $125,000 Expected grant-date value under Long-Term Incentive Omnibus Plan

Additional daily fee $2,000 per day For extra days provided at specific request of the CEO

Director term end 2027 annual meeting Shelley Bausch serves as Class II director until this meeting or successor

Key Terms

Class II director, Audit Committee, Long-Term Incentive Omnibus Plan, restricted stock units, +1 more

5 terms

Class II director financial

"appointed Shelley Bausch to serve as a Class II director of the Company"

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

Audit Committee financial

"Ms. Bausch was also appointed to serve on the Company’s Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Long-Term Incentive Omnibus Plan financial

"annual grant of equity under the Innospec Inc. Long-Term Incentive Omnibus Plan"

restricted stock units financial

"such awards were granted in the form of restricted stock units that vest in full"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Item 404(a) of Regulation S-K regulatory

"that would be required to be disclosed under Item 404(a) of Regulation S-K."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Innospec Inc. (IOSP) announce in this 8-K?

Innospec Inc. announced that its Board increased in size from seven to eight directors and appointed Shelley Bausch as a Class II director effective July 1, 2026. She will serve until the 2027 annual stockholder meeting or until a successor is elected and qualified.

What committee role will Shelley Bausch hold at Innospec Inc. (IOSP)?

Shelley Bausch will serve on Innospec Inc.’s Audit Committee effective July 1, 2026, in addition to her role as a Class II director. This places her directly in oversight of financial reporting and internal controls as part of the Board’s audit oversight responsibilities.

How will Innospec Inc. (IOSP) compensate Shelley Bausch as a non-employee director?

Shelley Bausch will receive a standard annual cash retainer of $100,000, paid quarterly, plus an additional $5,000 annually, also paid quarterly, for Audit Committee service. She may additionally earn a $2,000 daily fee for extra days worked at the CEO’s specific request.

What equity awards is Shelley Bausch eligible for at Innospec Inc. (IOSP)?

Shelley Bausch is eligible for an annual equity grant under the Innospec Inc. Long-Term Incentive Omnibus Plan with an expected grant-date value of $125,000. Awards granted in February 2025 were restricted stock units that vest in full three years after the grant date.

Does Innospec Inc. (IOSP) report any related-party transactions with Shelley Bausch?

Innospec Inc. states there is no arrangement or understanding under which Shelley Bausch was selected as director, and neither she nor her immediate family has any disclosable interest in company transactions that would trigger Item 404(a) of Regulation S-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

Form 8-K

_______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2026

_______________________

INNOSPEC INC.

(Exact name of registrant as specified in its charter)

____________________

Commission File Number: 1-13879

Delaware		98-0181725
(State or other jurisdiction of incorporation)	8310 South Valley Highway Suite 350 Englewood, Colorado, 80112	(IRS Employer Identification No.)
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code): (303)792-5554

Not Applicable
(Former name or former address, if changed since last report)

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		IOSP		NASDAQ

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 2, 2026, the Board of Directors (“Board”) of Innospec Inc. (the “Company”), in accordance with the Amended and Restated By-Laws of the Company (i) increased the number of directors of the Company from seven (7) to eight (8), and (ii) appointed Shelley Bausch to serve as a Class II director of the Company starting as of July 1, 2026, and until the 2027 annual meeting of stockholders of the Company or until her successor is duly elected and qualified. Ms. Bausch was also appointed to serve on the Company’s Audit Committee as of July 1, 2026.

Ms. Bausch will participate in the standard compensation plan for non-employee directors which includes an annual cash retainer of $100,000, paid quarterly and an additional annual retainer of $5,000, paid quarterly, for serving as an Audit Committee member. Ms. Bausch will also be eligible to receive an annual grant of equity under the Innospec Inc. Long-Term Incentive Omnibus Plan in February of each year, with an expected grant date value of $125,000 based on the closing price of the Company’s stock on the date prior to the grant date. In February 2025, such awards were granted in the form of restricted stock units that vest in full three years after the grant date. As a non-employee director, she may also receive an additional daily fee of $2,000 for additional days provided at the specific request of the CEO.

There is no arrangement or understanding pursuant to which Ms. Bausch was selected as a director, and neither Ms. Bausch nor any member of her immediate family has had (or proposes to have) a direct or indirect interest in any transaction in which the Company or any of its subsidiaries was (or proposes to be) a participant, that would be required to be disclosed under Item 404(a) of Regulation S-K.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INNOSPEC INC.

Date:	June 4, 2026	By:	/s/ David B. Jones
			David B. Jones Senior Vice President, General Counsel and Chief Compliance Officer

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