The Board determines the independence of each Director based upon the NYSE listing standards 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., David Landless, Clive Snowdon, Richard Hipple, Allisha Elliott, 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 Alok Maskara, the only Executive Director, is not independent because he serves as Luxfer’s Chief Executive Officer.

In determining independence, the Board considers several factors related to the materiality of each Director's relationship with Luxfer, including the Director's affiliations with other organizations, such as employment, 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:

The Nominating and Governance Committee and the Board of Directors recognize that the Board’s contributions and effectiveness depend on the character and abilities of each Director individually, as well as their collective strengths.

TABLE OF CONTENTS

Accordingly, the Committee and the Board evaluate candidates based on several criteria. Directors are chosen 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.

The Committee and the Board also consider candidates with substantial experience outside of the business community, such as in the public, academic, or scientific communities. In addition, the Committee and the Board consider the tenure of incumbent Directors, with the goal of having a mix of shorter-tenured Directors who provide fresh perspectives and longer-tenured Directors who provide experience regarding the Company and its business. Further, the Committee and Board consider candidate diversity as one of many factors in determining its preferred director candidate(s). Board composition, effectiveness, and processes are all subject areas of our annual Board self-assessment, which is described in more detail below.

We recognize the importance of diversity in the experience, expertise, competencies, personal histories, thoughts, and skills across our Board. While Luxfer has not adopted a formal diversity policy in connection with the evaluation of director candidates or the selection of nominees, consideration is given to diversity in terms of gender, ethnic background, age, and other similar attributes that contribute to Board perspective and effectiveness. 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. As such, diversity is one of many factors that the Nominating and Governance Committee considers in identifying director candidates and determining nominees. Three new Directors have been appointed since 2018, including two female Directors, in furtherance of the Board’s active role in succession planning. We believe that our Directors bring experience and a variety of skills to Luxfer's Board.

The Nominating and Governance Committee selects director candidates and nominees in accordance with a procedure by which it:

TABLE OF CONTENTS

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 Qualifications.” 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, Lumns Lane, Manchester M27 8LN, United Kingdom.

Further information relating to shareholder nominations can be found in the section entitled “Shareholder Proposals and Nominations for the 2022 Annual General Meeting of Shareholders” on page 60.

board's role in corporate governance

At the direction of our Board, we have instituted an enterprise-wide risk management process to assess, monitor, and mitigate risks that arise in the course of our business. The Board has determined that the Board of Directors as a whole will oversee our risk management process, which includes the implementation of its strategic plan; its acquisitions and divestures; its capital structure, allocation, and liquidity; and its organizational structure. The Board fulfills its risk oversight function both directly and through delegation of certain responsibilities to the Board Committees, as appropriate. Each of our Board Committees has historically focused and continues to focus on specific risks within their respective areas of responsibility. Our Chief Financial Officer, General Counsel, and our internal audit team are the primary personnel responsible to the Board of Directors in the planning, assessment, and reporting of our risk profile. Luxfer's management has day-to-day responsibility for identifying, evaluating, managing, and mitigating the Company's risk, as well as reporting any potential risks to the Board and appropriate personnel. The Board reviews an assessment of, and a report on, the Company’s risk profile on a regular basis.

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 are established. Throughout the year, the Board of Directors monitors management’s progress against such 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 Officers, 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, 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.

Maintaining an active dialogue with our shareholders, other stakeholders, and interested parties is an important factor in Luxfer’s long-term success. Despite travel restrictions, we worked hard to bridge geographical distance between us and our stakeholders, which allowed us to maintain active engagement and communication throughout 2020. We had more than 100 calls and meetings with shareholders during the year through investor conferences, non-deal roadshows, and scheduled post-earnings follow up calls. 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 valuable 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, Lumns Lane, Manchester M27 8LN, United Kingdom. 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/.

TABLE OF CONTENTS

policies and procedures

Our Board has adopted written policies and procedures regarding Director and Executive Officer conflicts of interest, related party transactions, and security ownership. These policies and procedures are further described below.

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. 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 (i) from the Board Chair or Nominating and Governance Committee, as appropriate, in the case of Directors or (ii) from Luxfer’s General Counsel, or where a conflict arises, the Nominating and Governance Committee, in the case of Executive Officers.

In 2020, 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, the Audit Committee must review all “Interested Transactions.” An “Interested 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 an Interested Transaction, the Audit Committee takes into account, among other factors it deems appropriate, whether the Interested 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 2020, there were no related party transactions.

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

Further, Luxfer has established Stock Ownership Guidelines, which apply to all Directors, Executive Officers, and any other key employees that the Remuneration Committee may identify from time to time in consultation with management. The Company’s Articles of Association does 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 as best practice. These minimum

TABLE OF CONTENTS

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.

environment, social and governance

We recognize the importance of environmental stewardship, social responsibility, and leading governance practices. Advancing Environmental, Social and Governance (“ESG”) matters is not only crucial to our business, our customers, and to all stakeholders, but it is simply the right thing to do. While 2020 brought disruption with the COVID-19 pandemic, it also drove health and safety issues to the forefront, challenging us all to think differently about our world, our experiences, and our beliefs. Although difficult at times, 2020 inspired us to reflect on our purpose. We are taking deliberate steps to fully integrate ESG into our strategy and our daily actions, which reflects our commitment to sustainable growth and long-term financial performance.

The Board oversees the Company's approach to ESG matters, including the Company's governance-related policies and practices; our systems of risk oversight and management; how we advance sustainability in our business and operations; health and safety; human rights; human capital management and corporate culture; and the manner in which we serve our customers and support our communities. We recognize that the long-term success of Luxfer requires continued focus on these evolving topics, and we are committed to regularly evaluating and improving our performance in relation to them.

We are more devoted than ever to ESG efforts and corporate responsibility. The publication of our 2020 ESG Report in November set the stage for further integration of sustainable practices and resource management throughout the Company. Following publication of our 2020 ESG Report, we were highly encouraged by the positive feedback we received from shareholders and advisory firms alike. As of November 30, 2020, our ESG ratings through Institutional Shareholder Service (ISS) improved by 50%. Our score in the ‘environment’ category improved from a 9 to a 4, indicating a lower risk to investors. Our score in the ‘social’ category improved from a 6 to a 1, the best possible rating under ISS’s system.

Luxfer understands that our customers, employees and stakeholders are passionate about environmental responsibility, and so are we. We believe that it is possible for profitable business growth to coexist with the natural world. As such, our 2020 ESG Report set forth our 2025 Environmental Goals, which set measurable, quantifiable targets to reduce our carbon emissions, freshwater usage, and waste sent to landfill. Targets have also been set to improve the material efficiency of our operations and increase the use of recycled packaging in our products. As the name suggests, we seek to achieve the following targets by 2025:

To assist in our achievement of these targets, we have implemented our Environmental, Health and Safety (“EHS”) Management System. Based on ISO 14001 standards, our EHS Management System is comprised of policies, procedures and objectives focused on compliance, footprint reduction, and management of EHS performance. Luxfer’s businesses track progress and perform self-audits in accordance with the EHS Management System, with the aim to continually improve the safety of our products, enhance environmental protection initiatives, and prevent occupational illnesses and injuries.

TABLE OF CONTENTS

Greenhouse gases, including carbon dioxide (CO₂) and CO₂ equivalent emissions (CO₂e), contribute to climate change. Acknowledging that we can mitigate climate change by limiting our energy usage and our emissions, Luxfer has committed to a 20% reduction in CO₂e emissions by 2025. 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 that are readily available from sources such as the U.S. Environmental Protection Agency. Broadly speaking, natural gas and other pure gases have a very similar CO₂ 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 emissions from travel.

The chart below provides a summary of the Company’s Scope 1 and 2 greenhouse gas emissions for 2020 and 2019.

¹ Tons of CO₂ equivalent

² Tons of CO₂ equivalent/Annual Company Sales Value ($324.8 million in 2020)

³ Tons of CO₂ equivalent/Annual Company Sales Value ($443.5 million in 2019)

Our CO₂e emissions decreased by 6.8% from continuing operations in 2020, and our CO₂e emissions per $ million of sales increased by 7.2%. From 2019 to 2020, fuel combustion (Scope 1) decreased by 24.6%, while purchased electricity (Scope 2) increased by 36.6%. We attribute the decrease in overall emissions, in part, to the divesture of several manufacturing plants, one of which was a large contributor to Scope 1 emissions through the use of propane in its operations. Another factor that impacted our overall totals for Scope 1 and 2 emissions in 2020, particularly our CO₂e emissions per $ million of sales, is reduced sales as a result of the COVID-19 pandemic.

With transportation being one of the highest pollution-emitting sectors, many of our products already serve the growing need to safeguard the environment in this field. For example, Luxfer played a vital role in developing the U.K.’s first hydrogen-powered train. The project was comprised of an electric train which was retrofitted to run using our G-Stor^® H₂ hydrogen fuel system and began operations in September 2020. We have also developed partnerships with bus companies and, in late 2020, unveiled the first hydrogen-powered double-decker bus. Our hydrogen fuel systems have been applied to a variety of vehicles in a series of world firsts, including the first commercially produced hydrogen powered trucks, refuse trucks, boats and tractors.

Similarly, our zirconium-based autocatalyst products help to reduce automotive emissions from traditional gasoline and diesel engines. Driven by more stringent legislation, we work with our customers to offer tailor-made solutions with our Gasoline Particulate Filtration systems, Diesel Oxidation Catalysts, Diesel Particulate Filters, passive NO_x Absorbers, and selective catalytic reduction systems. Further, our unique magnesium alloys used in aerospace and automotive designs enable lighter and stronger models, which help maximize fuel efficiency, lower emissions, and increase performance through lightweight materials.

We continually evaluate the design of our facilities in order to reduce the environmental impact of our operations to the greatest extent possible. Our EHS Management System, along with various policies and procedures, ensure that proper systems are in place to guarantee product quality; create a workforce that conforms to health, safety and environmental laws; and drive our focus on preserving earth’s natural resources. Currently, over 85% of all Luxfer operations are ISO 14001 certified. Additionally, various facilities have been recognized as ISO 9001, ISO 45001, ISO 13485, AS 9100, IATF 16969, and NSF 61 compliant. Additional efforts to reduce the environmental impact of our operations and facilities include: the introduction of low energy

TABLE OF CONTENTS

usage LED lighting; the removal of standalone printers to reduce usage of ink; the installation of air dryers in restrooms; participation in energy curtailment programs; the usage of variable speed drives; and the introduction of an effluent treatment plant to ensure stability and tighter control over water-based emissions. Additionally, Luxfer Graphic Arts recently installed a thermal oxidizer to help with Volatile Organic Compound (VOC) abatement, reducing VOC output of the facility by 98%.

Furthermore, our manufacturing teams continue to find innovative ways to refurbish and recycle materials through the life cycle of our products. Luxfer Gas Cylinders’ Trade-Up Program allows customers to trade their used aluminum cylinders in exchange for new cylinders at a reduced price, while we make arrangements for the old cylinders to be recycled. With focus on reducing the amount of waste that goes to landfill, we conduct regular waste stream analyses to determine ways in which we can reduce or recycle our waste. Our re-use and recycling practices include: the reprocessing and recycling of unused and non-conforming aluminum products and magnesium and iron fines; recycling sorts of waste generated at our facilities; recycling and repurposing of computer equipment, toner, and paper; the use of recyclable green film and packaging materials; and the use of reusable stillages and pallets, rather than cardboard boxes. Finding innovative ways to reduce, re-use, and recycle reduces our costs and minimizes our impact on the environment.

We recognize that as a responsible global company, it is our obligation to respect and uphold internationally recognized human rights standards, such as the UN Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights, and other applicable laws. As such, Luxfer's Code of Ethics and Business Conduct and our Human Rights and Labor Practices Policy make clear the principles, requirements, and expectations of Luxfer and its employees to protect human rights in all areas of our business. Our Policies require fair and humane treatment; protections against forced labor, human trafficking and child labor; fair wages, benefits and working hours; and the respect of workers’ rights, such as the right to exercise freedom of association and collective bargaining, without fear of reprisal, intimidation or harassment. Our Third Party Code of Conduct extends these same standards to suppliers, contractors, service providers or any other third party with whom we do business. We also publish annual reports and statements, including Luxfer’s UK Modern Slavery Act Statement, as required by the UK Modern Slavery Act, and Conflict Minerals Report, as required by Rule 13p-1 under the Securities Exchange Act of 1934. These reports and statements can be found on our website at https://www.luxfer.com/about/environment-social-and-governance/.

We assess our potential and actual impact on human rights on a regular basis. As of 2020, Luxfer has obtained ISO 45001/OHSAS 18001 certification for our labor and human rights management system, which covers up to 40% of our current operations. To ensure compliance with these standards and policies, our employees undergo extensive training on how to identify human rights violations and how to combat and prevent such violations. We encourage employees, stakeholders, and others working in our supply chains to bring to light any issues or grievances relating to any wrongdoing involving human rights through our anonymous whistleblowing hotline and in accordance with our Whistleblowing Policy. Our Policy describes the procedures in place to ensure our due diligence in thoroughly investigating and remedying any reports through this avenue. Under the Policy, whistleblowers are protected against retaliation and harassment, further encouraging those who see something to say something.

At Luxfer, we continuously strive to create an environment where differences are valued, supported, and encouraged. As described in our Equal Opportunity, Non-Discrimination and Anti-Harassment Policy, Luxfer is an equal opportunity employer. No applicant or employee shall receive less favorable treatment on the grounds of age, race, color, creed, gender (including gender identity and gender expression), religion (all aspects of religious beliefs, observance or practice, including religious dress or grooming practices), marital status, registered domestic partner status, family status, age, ethnic origin or ancestry, social origin, physical or mental disability, medical condition, sex, sexual orientation, genetic information, military or veteran status or any other consideration made unlawful by federal, state, or local laws. We have a zero-tolerance approach to discrimination in all aspects of employment, including in recruitment, job assignment, promotion, remuneration, training and benefits.

Moreover, Luxfer is committed to providing a work environment that is free of harassment, abusive behavior or unprofessional conduct. Our Policy applies to all employees and persons involved in the operation of the Company, as well as vendors, customers, independent contractors, interns, volunteers or any other persons connected to the Company. To ensure that complaints are heard and handled in a timely manner, Luxfer has a comprehensive complaint procedure in place so that any person, whether the subject or the witness, can report harassment as soon as possible. We do not tolerate verbal, physical, or sexual harassment of any kind at any level of our operations.

TABLE OF CONTENTS

Training is key to promoting equal opportunities and diversity. Our talent acquisition team and hiring managers undergo regular training to ensure that a diverse slate of candidates is considered for all job openings. We have developed recruitment practices to target diverse candidates, including minorities, veterans and women. We also monitor our current workforce for diversity, age, and gender demographics and use this information to develop employment and recruitment practices that support an inclusive work environment. All new and existing employees are required to undergo anti-harassment, non-discrimination, unconscious bias, and bullying and violence trainings annually. Through these methods, Luxfer continues to develop a world-class team.

Luxfer's safety performance, as measured through the total recordable incident rate, is strong in comparison to similar industries and is indicative of Luxfer's mature safety culture. To comply with the Occupational Safety and Health Administration (OSHA) standards and other applicable legislation, each of our sites records and measures Incident Frequency Rate (IFR). IFR is defined as the number of work-related injuries per 100 full-time workers during a one-year period. These safety measurements are integrated into the performance evaluations of our Executives and are reported to the Board on a regular basis. The table below shows Luxfer’s IFR from 2017 to 2020.

Various initiatives that emphasize safe behavior and encourage suggestions, ideas, and observations from our workforce have helped us achieve a strong safety record. For example, we hold “safety moments” as often as possible to increase awareness of workplace and day-to-day hazards, while delivering key messages to reduce or minimize the risk of those hazards causing injury. Additional safety efforts include: monthly safety meetings with all employees, safety audits by management, safety audits by selected employees, and the inclusion of safety initiatives as part of select employees' incentive programs. Through these safety efforts, many of our facilities' safety records have improved year-over-year.

Additionally, we believe that promoting the health and well-being of our employees increases employee productivity, improves morale, creates a positive and healthy work environment, and reduces healthcare costs. As such, Luxfer encourages our employees to participate in employee health and wellness programs, which include smoking cessation programs and fitness programs which allow for reimbursement of expenses relating to gym memberships and exercise programs. We also provide access to wellness clinics and funded counseling sessions to improve our employees' overall physical and mental health. Health and welfare information is regularly provided to our employees through newsletters and notices posted in readily accessible areas, such as break rooms.

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.

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. While some programs differ internationally due to local regulations, Luxfer offers group medical, dental, vision, disability and life insurance plan options; savings and retirement plans; and many other resources that enhance employees’ lives. These benefits are available to all regular, full-time employees and, in some instances, eligible dependents. We also support our employees by offering family-friendly programs, such as dependent care options, time off for parents, and insurance benefits as a part of our U.S. healthcare plan. We provide family and medical care leave to U.S. employees, as required by the Family and Medical Leave Act and other local legislation. We also strive to accommodate where and when our employees do their best work. Based on their job function, employees are encouraged to discuss arrangements for telecommuting or a flexible work schedule with their supervisor, as set out in Luxfer’s internal policies.

Due in part to the foregoing benefits, over 90% of Luxfer’s employment positions are permanent. Luxfer is committed to limiting non-regular employment as much as possible and strives to ensure that employment is permanent and regular. Our goal is to limit non-regular employment (e.g., temporary contracts and non-direct employment) to 10% or less, thus minimizing any possible negative effects of non-regular employment. In the event of operation changes or restructuring, we vigorously pursue

TABLE OF CONTENTS

employment security and responsible workforce restructuring through avoidance or minimization of compulsory redundancies, responsible redundancy procedures, and measures to mitigate the consequences for employees made redundant, in compliance with all applicable laws and regulations.

One of Luxfer’s core values is ‘Personal Development’ – because we understand that investing in our people makes good busines sense. In recent years, we have significantly increased resources and time allocated to employee training, recruitment, personal development, and retention. As a part of our compliance program, we operate an enterprise-wide online training platform which provides interactive trainings on compliance topics, such as business ethics, code of conduct awareness, anti-bribery and corruption, conflicts of interest, integrity in the workplace, diversity, cybersecurity, insider trading, whistleblowing, and more. These mandatory compliance trainings are required for all Luxfer staff and a new topic is presented each month. At least once annually, employees are required to undergo training on Luxfer’s Code of Ethics and Business Conduct, which requires written attestation that employees have read, understand, and agree to comply with the Code. Individual training and highly-specialized training plans are also utilized at the business unit level in a variety of formats specific to the job type. These trainings are delivered via internal resources, third-party external resources and the Company’s online training platform, as appropriate.

Training is vital at all levels of our operations. As such, Luxfer sets annual benchmarks for training hours for all staff members, including the Senior Leadership Team (SLT) and Executive Leadership Team (ELT). Our goal is a minimum of 40 hours of training per year for each of the 54 members of the SLT and ELT across our business units. A total of 1,809 training hours were completed in 2020, which fell below our target of 2,160 total hours and was due, in part, to the COVID-19 pandemic and availability of in-person trainings. For all other employees, Luxfer has targeted five days of training per year. In total, Luxfer spent approximately $579,400 on training and education in 2020. With approximately 1,400 full-time employees, this equates to over $400 per employee.

Luxfer works to build sustainable communities through the investment and involvement of our businesses, sites, and employees worldwide. We leverage our skills and experience to make a difference in the world through community activities, donations and employee engagement initiatives that are consistently encouraged and sponsored by our Executive Leadership Team. Luxfer and its business units support a wide variety of charitable causes. Among others, our business units have partnered with Air Ambulance Charity, American Red Cross, Boys and Girls Club of Cincinnati, Feed America, the Piedmont Rescue Mission, Pratham, United Way and the Veterans Food Bank of Calgary. We also participate in annual blood drives, canned food drives, community clean up events, and holiday gift drives. Luxfer encourages all employees to participate in volunteer activities on an individual basis as well. Our Volunteer Time Off (VTO) Program was rolled out to U.S. employees and will soon be extended to all Luxfer employees. Through the VTO Program, full-time employees can volunteer one working day per calendar year toward a non-profit or charitable organization of their choice, and such day constitutes additional paid time off. Further, Luxfer Gas Cylinders has teamed with United Way and implemented an Employee Fair Share Program. Employees are encouraged to donate one hour of pay per month to United Way, and, in exchange, Luxfer provides the participant with one additional vacation day. Through the Employee Fair Share Program, Luxfer Gas Cylinders’ Riverside facility donated $35,000 to United Way, which included both employee and Company contributions. Moreover, our business units are committed to providing learning opportunities and work experience to students in our communities. We offer a number of internship and apprenticeship opportunities in various fields. We have developed a Science, Technology, Engineering, and Math (STEM) apprenticeship program to encourage students to pursue careers in STEM fields.

Luxfer has implemented a Third Party Code of Conduct, which sets forth certain standards that our contractors, suppliers, agents, distributors, service providers, customers or any other third party with whom we do business (“Third Party Representatives”) are required to uphold. The Third Party Code of Conduct requires such Third Party Representatives to (i) adopt sound policies and practices with respect to human rights, labor practices, business integrity, anti-corruption, conflict-free mineral sourcing, health, safety, environmental protection, and other matters in accordance with the International Labor Organization’s (ILO) eight fundamental conventions and other applicable legislation and (ii) extend these standards to their supply chain.

Among other standards and practices, Luxfer’s Third Party Code of Conduct requires Third Party Representatives to:

• uphold the fundamental human rights of workers and treat workers in a fair and humane manner;

TABLE OF CONTENTS

• ensure that no worker is subjected to any form of discrimination, harassment, or abuse in any aspect of employment, including in recruitment, promotion and remuneration;
• ensure that all work performed under the Third Party Representative is performed on a voluntary basis;
• not use, or benefit from, any form of involuntary or forced labor, including indentured, bonded, slave or prison labor in accordance with the ILO Forced Labour Convention (No. 29) and the Abolition of Forced Labor Convention (No. 105);
• not use, and prohibit the use of, child labor pursuant to the ILO Minimum Age Convention;
• implement a policy of fair compensation, wages, and benefits in accordance with applicable law;
• pay workers for (i) regular hours of work and (ii) overtime hours at a premium rate, in accordance with applicable law;
• not to deduct wages as a disciplinary measure;
• not require workers to work more than (i) 60 hours per week or (ii) the limits on regular and overtime hours required by the law in the jurisdiction in which the Third Party Representative operates;
• provide workers with at least one day off in every seven day period;
• recognize and respect the rights of workers to exercise their lawful rights of free association and collective bargaining;
• act positively to prevent injury, ill health, damage, and loss arising from their operations in compliance with all applicable laws, regulations and rules relating to health and safety; and
• conduct business with integrity and free from any and all forms of corruption or bribery.

Luxfer has a complex global supply chain, and we understand our responsibility to conduct due diligence on Third Party Representatives. Success in this realm starts in our purchasing department, where our buyers are regularly trained on the supplier standards covering human rights, labor practices, and working conditions. These objectives are integrated into our buyers’ performance reviews. We also conduct thorough examinations of new and existing Third Party Representatives on a regular and ongoing basis utilizing several different methods, including risk assessments and both on- and off-site audits. Our Third Party Code of Conduct provides Luxfer access to third party production facilities, worker records, and workers for confidential interviews by representatives from Luxfer and, if requested, Luxfer’s customers. We use appropriate due diligence procedures to vet our Third Party Representatives prior to entering into any agreements, and we reject Third Party Representatives who do not fulfil our requirements. Additionally, Luxfer will discontinue its business with an existing Third Party Representative in the event of continual or severe non-compliance with the Third Party Code of Conduct.

We encourage and facilitate reporting of social or environmental 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.

We recognize that ESG reporting is an area of interest to our shareholders and the public. We value feedback and seek a collaborative and mutually beneficial approach to address issues of importance to our stakeholders and assure that our corporate governance and ESG practices remain industry-leading from their perspectives. All Luxfer Policies, annual disclosures and our 2020 ESG Report can be found on our website at https://www.luxfer.com/.

Luxfer’s public policy engagement is often conducted in conjunction with efforts of allied business, trade and issue organizations of which the Company is a member. Luxfer and our employees participate in the public policy process in a variety of ways, including government affair activities designed to educate policy makers on key issues related to the Company’s business. While Luxfer respects employees’ rights to engage in the political process, political contributions made by or on behalf of the Company are strictly prohibited, as set forth in Luxfer’s Anti-Corruption Policy. Luxfer does not participate in political lobbying activities and employees are prohibited from engaging in political lobbying activities on behalf of Luxfer under any circumstance. Luxfer makes payments to governments only in the capacity of regular payment of taxes or other fees on sales, inputs and income as defined by law. Luxfer prohibits tax evasion, as set forth in our Anti-Facilitation of Tax Evasion Policy.

Board Leadership, self-assessments and education

The Board believes it is important to maintain flexibility in choosing the leadership structure that is best able to meet the needs of Luxfer and its shareholders, based on circumstances that exist at the time and the qualifications of available individuals. Currently, 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 been separate and are expected to remain separate. The Board believes this structure is advantageous. Specifically, separating the positions provides the appropriate balance between strategy development and oversight of management, while also allowing the CEO to focus attention on driving business performance

TABLE OF CONTENTS

rather than Board governance. Additionally, this structure is consistent with corporate best practice, the Institutional Shareholder Services’ recommendation, the views of Luxfer’s shareholders, and the U.K. Corporate Governance Code.

David Landless currently serves as the Chair of Luxfer's Board of Directors. He is a Non-Executive Director and considered independent under the NYSE listing standards. Luxfer believes that David Landless’ service as the Chair is appropriate because he has extensive experience serving on the boards of public companies, as well as knowledge of Luxfer and the manufacturing and engineering industries in general. The responsibilities of the independent Board Chair include, among other things:

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 2020, topics for Board education included ESG; Luxfer values and culture; anti-corruption and anti-bribery; anti-trust compliance; global insider dealing; changes in the small-cap equity investment landscape; Merger, Acquisition and Divesture strategy; the impact of COVID-19 on valuation and corporate financing; and diversity and unconscious biases.

Board committees

The Board has three standing committees comprised solely of independent Directors: the Nominating and Governance Committee, the Remuneration Committee, and the Audit Committee. The independent Directors also generally meet in executive session, without management present, at each meeting.

TABLE OF CONTENTS

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/.

All members of the Nominating and Governance Committee have been determined to be independent under SEC and NYSE rules.

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

All members of the Remuneration Committee have been determined to be independent under SEC and NYSE rules.

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.

TABLE OF CONTENTS

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

All members of the Audit Committee have been determined to be independent under SEC and NYSE rules.

The Board held eight meetings in 2020, two of which were telephone meetings related to the COVID-19 pandemic. The first and only in-person meeting occurred in early March, prior to the implementation of widespread lockdowns due to the COVID-19 pandemic. The remaining seven meetings occurred virtually via videoconference. Directors are expected to attend all scheduled meetings of the Board of Directors, the meetings of the Committees on which they serve, and all shareholder meetings. In each regularly scheduled meeting, the independent Directors also met in executive session, without the Chief Executive Officer or other members of management present.

All Directors attended all eight general Board meetings. During the period in which they served, all members of each Board Committee were present at every Committee meeting held in 2020.

We expect our Directors to attend our Annual General Meetings. All the Directors who were appointed for the 2020 term attended the 2020 Annual General Meeting.

DIRECTOR COMPENSATION

Director compensation is recommended by the Remuneration Committee and approved by the Board of Directors. We use a combination of cash and equity-based incentive compensation to attract and retain qualified Directors. 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.

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 2020, 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.

TABLE OF CONTENTS

In 2020, the annual retainer payable to Non-Executive Directors, not including the Board Chair, for service on the Board of Directors and Board Committees was US$82,000. The annual retainer payable to the Board Chair for service on the Board of Directors and Board Committees was US$115,000. Alok Maskara, our CEO, is the only Executive Director. He receives 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 2020 or 2021.

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 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.

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 as best practice. Further information on the Stock Ownership Guidelines is provided in the section entitled “Security Ownership.”

The following table summarizes the compensation that the Company paid for the period ended December 31, 2020 to the Non-Executive Directors serving on our Board of Directors at any time from January 1, 2020 through December 31, 2020. In 2020, the average total Non-Executive Director compensation was US$163,838.40.

TABLE OF CONTENTS

_____________________

TABLE OF CONTENTS

REMUNERATION COMMITTEE REPORT

The Remuneration Committee is responsible for, among other things, setting, reviewing and approving Executive Officer compensation, including matters regarding Luxfer’s various benefit plans, and continually assessing the effectiveness of our compensation programs in consideration of the stated 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

Allisha Elliott

Lisa Trimberger

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, 2021.

TABLE OF CONTENTS

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. This Executive Compensation Discussion and Analysis specifically relates to the compensation earned during 2020 by our Named Executive Officers. Please note that the compensation earned during 2020, as well as the Company's performance, was affected by the COVID-19 pandemic. The COVID-19 pandemic impacted the specific actions taken by the Board, the Remuneration Committee and management; the Company's financial results; and 2020 compensation outcomes.

The following section identifies and provides background on our Named Executive Officers, other than Alok Maskara, Luxfer’s CEO, about whom information is provided in the section titled “Directors Standing for Election or Re-Election.”

HEATHER HARDING Chief Financial Officer Age: 52 Heather Harding was named Chief Financial Officer of Luxfer Holdings PLC in January 2018. From 2012 to 2017, Ms. Harding was 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 received a Bachelor of Science degree in Accounting from Southern Illinois University at Carbondale.

ANDREW BUTCHER President, Luxfer Gas Cylinders Age: 52 Andrew Butcher has served as President of our global Luxfer Gas Cylinders business since April 2014, having been the President of Luxfer Gas Cylinders North America from 2009 to 2014. Mr. Butcher joined Luxfer in Nottingham, United Kingdom, in 1991. He held positions of increasing responsibility throughout his career at Luxfer, including leading the development of our composite business beginning in 2002, first as General Manager and then as Executive Vice President. Mr. Butcher holds a Master of Arts degree in Engineering from Cambridge University and an M.B.A. from Keele University.

JAMES GARDELLA President, Luxfer Magtech Age: 64 James Gardella was appointed President of Luxfer Magtech in July 2017. Prior to serving in his current position, he was appointed President of the Company’s Magnesium Elektron Powders business in 2007, which he joined in 1990 as Financial Controller. Mr. Gardella holds a Bachelor of Science degree in Accounting from Villanova University and an M.B.A. in Finance. He is also a Certified Public Accountant.

GRAHAM WARDLOW Managing Director, Luxfer MEL Technologies Age: 53 Graham Wardlow was appointed Managing Director of Luxfer MEL Technologies in October 2017, following the merger of our MEL Chemicals and Magnesium Elektron Alloys businesses. Mr. Wardlow joined Magnesium Elektron in 1984 and undertook several technical and commercial roles before becoming Managing Director of the 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.

TABLE OF CONTENTS

In addition to the individuals identified as Named Executive Officers, the individuals listed below are current Executive Officers of the Company.

MARK CHIVERS Divisional Managing Director, Luxfer Superform Age: 52 Mark Chivers was appointed Divisional Managing Director of Luxfer Superform in April 2018. Mr. Chivers joined Luxfer in 2009 as Operations Director of Superform U.K., before moving to California in 2014 to become General Manager of the Riverside facility. Before joining Luxfer, Mr. Chivers held Production and Operations Management and Vice President roles in the castings and tool making industry, particularly servicing the automotive sector. Mr. Chivers holds a Bachelor of Arts degree in Business Studies from Wolverhampton University.

PETER GIBBONS Vice President and General Manager, Luxfer Graphic Arts Age: 50 Peter Gibbons was appointed Vice President and General Manager of Luxfer Graphic Arts in July 2019. Mr. Gibbons joined Luxfer in 2004 as European Financial Controller at Magnesium Elektron, before moving to the corporate office to take up the Group Financial Controller role. He returned to Magnesium Elektron in 2014 as Divisional Finance Director. Mr. Gibbons was appointed Director of Sourcing and IT and became a member of the Executive Leadership Team in July 2017.

MEGAN GLISE General Counsel and Company Secretary Age: 28 Megan Glise joined Luxfer as U.S. Legal Counsel in July 2018 and was appointed Associate General Counsel in February 2019. In January 2020, Ms. Glise became a member of the Executive Leadership Team and an Executive Officer of the Company. She was appointed General Counsel and Company Secretary in September 2020. 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 Doctor from Marquette University Law School and holds a Bachelor of Arts degree in English and Criminology and Law Studies from Marquette University.

STEPHEN WEBSTER Corporate Controller Age: 49 Stephen Webster joined Luxfer as Corporate Controller in September 2016. Before joining Luxfer, Mr. Webster held various finance leadership roles with global businesses, including those listed on various stock exchanges. Mr. Webster has extensive experience in financial shared services, ERP implementation, and external reporting under IFRS and U.S. GAAP. Mr. Webster qualified as a Chartered Accountant with PricewaterhouseCoopers LLP and holds a degree in International Management and Modern Languages from the University of Bath.

OVERVIEW OF COMPENSATION PROGRAM, PHILOSOPHY AND OBJECTIVES

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

TABLE OF CONTENTS

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, longer-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 includes the following compensation elements: (i) base salary; (ii) non-equity incentive awards; (iii) long-term incentive stock 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 CEO and the other Named Executive Officers in 2020 are shown in the graphs below.

Although Luxfer's 2020 financial performance fell short due to the COVID-19 pandemic and related macro-economic conditions, solid progress was made toward business restructuring initiatives, which were aimed at further reducing the fixed cost structure while seeding organic growth. In order to assess the appropriateness and effectiveness of Luxfer's fiscal 2020 compensation program, Luxfer's overall financial performance, as well as the individual performance of the Named Executive Officers, is considered.

In 2020, each of our Named Executive Officers was compensated as follows:

TABLE OF CONTENTS

Officers’ base salaries were made in 2020. The total salary payout in 2020 was lower than 2019 due to the impact of COVID-related furloughs and voluntary pay reductions;

Consistent with our focus on Pay for Performance, each of our Named Executive Officer's performance in relation to their individual objectives 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 individual objectives is analyzed to determine their overall performance. The following is a summary of the Named Executive Officers’ delivery against their individual objectives.

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 judgment 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 2020, the Committee used the output from the total compensation study performed by Meridian Compensation Partners LLC ("Meridian") during 2019.

Based on Meridian's review and recommendations, as well as the foregoing criteria, the Committee used the companies listed below (the “Comparator Group”) for benchmarking purposes:

All of the 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 2019, the Comparator Group companies had revenues ranging

___________________

⁵ Adjusted earnings per share is a non-GAAP measure. For a reconciliation and explanation of this non-GAAP measure, see Appendix A.

TABLE OF CONTENTS

from approximately US$398 million to US$1,834 million, with median revenues of approximately US$597 million. On a similar basis, Luxfer’s revenue for the year ended December 31, 2019 was US$436 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.

2020 COMPENSATION program elements

For 2020, the Named Executive Officers' total compensation was compromised of the following forms:

The Committee reviews total compensation for 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 Executive Officers with those of our shareholders; (ii) attract, retain, and incentivize talented Executives; (iii) provide competitive compensation that motivates and rewards the 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. Due to 2019 financial performance being weaker than what was anticipated, base salaries for the Named Executive Officers in 2020 remained the same as 2019 base salaries. Moreover, the total salary payout in 2020 was lower than in 2019 due to the impact of COVID-related furloughs and voluntary pay reductions.

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 awards are 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 Chief Executive Officer, the recommendations of the Chief Executive Officer. 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.

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.

TABLE OF CONTENTS

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 2020 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 2020.

___________________

In determining the 2020 non-equity incentive compensation for Luxfer’s Chief Executive Officer, Alok Maskara, and Chief Financial Officer, 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.⁶

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. Given the impact of COVID-19 in 2020, the Committee set the EBITA Threshold lower than in previous years and capped the total payout factor at 50% for the CEO and 30% for the CFO. The performance measures, together with the corresponding Threshold, Budget (or Target), and Max values, applicable to our Chief Executive Officer and Chief Financial Officer in 2020, as well as the weight assigned to each performance measure, were as follows:

___________________

___________________

⁶ Management EBITA, Cash Conversion, and adjusted operating cash flow are non-GAAP measures. For a reconciliation of these non-GAAP measures, see Appendix A.

TABLE OF CONTENTS

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 business unit performance measures applicable to the other Named Executive Officers.

In determining the 2020 non-equity incentive compensation for the other Named Executive Officers – Andy Butcher, James Gardella, and Graham Wardlow – the Committee considered, based upon recommendations of the Chief Executive Officer, the following three performance measures in relation to each Named Executive Officer’s business unit: Cash Conversion, Management EBITA, and Individual 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 the other 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 for the Group, which includes the overall net cash position for the corporate cost center, traditionally a net cash outflow.

In December of each year, after the Remuneration Committee approves the overall compensation framework, the Chief Executive Officer and Chief Financial Officer 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 (or Target), and Max values, applicable to the other Named Executive Officers in 2020.

The other Named Executive Officers’ Individual Objectives are determined and measured against the Balanced Scorecard Metrics. The Balanced Scorecard Metrics for 2020 included three separate scorecards:

The performance measures applicable to the other Named Executive Officers, 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 2020 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 2020 was approximately 34% lower than the non-equity incentive compensation earned in 2019, which was driven by lower Management EBITDA year-over-year despite strong

TABLE OF CONTENTS

Cash Conversion. On average, Cash Conversion was significantly higher in 2020 than in 2019 at both the Group and business unit level. However, Management EBITA performance was lower at both the Group and business unit level.

In terms of delivery against Individual Objectives, which applies to all Named Executive Officers' with the exception of the CEO and CFO, performance was above average in 2020. Specifically, on the Operations Scorecard, there was significant year-over-year improvement in safety. Further, on the Growth Scorecard, the Company’s revenue from new products continued to grow. However, given the impact of the COVID-19 pandemic on the Company’s 2020 financial results, the non-equity incentive payout in relation to Individual Objectives was capped at the Threshold level.

The goal of Luxfer’s Long-Term Umbrella Incentive Plan (“LTIP”) is to align executive awards with shareholder returns through personal financial investment. Additionally, the program is designed to attract and retain high quality executives in an environment where compensation levels are based on a global market. Under the LTIP, the Remuneration Committee has the discretion to use a range of performance targets. These performance targets 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 targets in various combinations: time-based (four-year vesting), earnings per share (“EPS”), and total shareholder return (“TSR”).

The LTIP provides the Remuneration Committee the discretion to grant time-based market value, or performance-based awards, including in the form of Restricted Stock Units (“RSUs”) and stock options. These awards are designed to strengthen the alignment between executives and shareholders, motivate shareholder value creation, and maximize the value of the Company. Discretion over what type or combination of types of awards to be made is exercised by the Committee based on what they consider 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, through the issue of new shares, or using shares held in an employee benefit trust. Participants are required to pay, at minimum, the nominal cost of an ordinary share.

In 2020, 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 Target dollar award levels for each Named Executive Officer. For each Named Executive Officer’s award available at Target level, 40% of this award was granted in March 2020 in the form of time-based RSUs or time-based options, vesting evenly on the first four anniversaries of the award and beginning on the grant date. The remaining 60% of the Target award allocation was split as follows: 24% of the award available based on the delivery of a certain adjusted diluted EPS for the year ended December 31, 2020 and 36% of the award available on the delivery of a certain TSR.

TABLE OF CONTENTS

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, 2022. Based on the relative level of shareholder return achieved, awards in relation to TSR would vest evenly in March of 2023 and 2024.

For both performance elements of these awards, the Named Executive Officers can achieve a Threshold, Budget (or Target), 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 table below summarizes the total Target award made available to each of the Named Executive Officers in March 2020, which was approved by the Remuneration Committee.

The adjusted diluted EPS Threshold for the following year is set using the forecast EPS in December of the current year. The adjusted diluted EPS Budget (or Target) and Max amounts for the following year are set using a calculation that considers the EBITA Budget (or Target) and Max 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.

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

TABLE OF CONTENTS

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 have now been frozen. These pension plans are further described below in the section entitled “2020 Pension Benefits.” The Chief Executive Officer 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, including our Named Executive Officers, 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 incentive 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 and employees; and the form of such incentive compensation to be recouped.

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 Group 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 (iii) leverages the expertise of third party service providers, 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 2020, 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.

Alok Maskara and Heather Harding are party to employment agreements with Luxfer Holdings PLC. Each employment agreement contains provisions regarding the termination of such Executive’s employment and the Company's related severance obligations. Employment agreements were historically issued to Executives at a certain level, and other than the CEO and the CFO who each entered into employment agreements at the time of hire, Luxfer’s current practice is not to enter into employment agreements for non-CEO/CFO roles unless required by law. If Luxfer terminates an Executive who is party to an employment agreement for “Cause” or if the Executive resigns without “Good Reason” (as each term is defined in the employment agreement), Luxfer will pay the Executive all accrued and unpaid base salary and any accrued and unpaid benefits 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

TABLE OF CONTENTS

agreement terminates due to their death or “Disability” (as such term is defined in the employment agreement), the Executive or their estate will receive all accrued and unpaid base salary and any accrued and unpaid benefits 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.

If the employment of the Executive who is party to an employment agreement is terminated for any reason other than death, Disability, or Cause, the Executive will be entitled to (i) cash severance payments equal to 12 months of the Executive’s annual base salary at the time of termination; (ii) cash payment equivalent of the Executive’s annual non-equity incentive compensation at Budget; and (iii) immediate vesting of any unvested and outstanding time-based restricted stock. Performance-based awards will be 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.

Upon a “Change in Control” of Luxfer (as defined in the Executive’s employment agreement), the severance payment shall be calculated at two times the highest basic annual salary of the Executive. Outstanding, but unvested, time-based long-term incentive awards shall vest immediately, while performance-based awards and non-equity incentive compensation will be treated in accordance with the Remuneration Policy and the rules of the Long-Term Umbrella Incentive Plan. 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 a termination for reasons other than death, Disability, or Cause, as well as termination following a Change in Control.

TABLE OF CONTENTS

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, 2020, 2019, and 2018.

_____________________

_________________

TABLE OF CONTENTS

TABLE OF CONTENTS

_____________________

TABLE OF CONTENTS

Compensation Discussion and Analysis – Long-Term Incentive Compensation.” Of the performance-based awards granted on March 13, 2020, 40% of this award allocation is related to certain adjusted diluted EPS targets and 60% is related to certain TSR targets. The amounts shown in column (g) reflect the total number of awards (including both performance metrics) at the Threshold level for each of the Named Executive Officers. These amounts are 50% of the total number of awards (including both performance metrics) at the Target level shown in column (h). The amounts shown in column (i) reflect the total number of awards at 200% of the Target for the awards granted under adjusted diluted EPS and 150% of the Target for the awards granted under TSR. The award amounts available were based on the individual’s annual base salary at the time of the Remuneration Committee's approval in March 2020. The adjusted diluted EPS performance metrics for the year ending December 31, 2020 ranged from: US$1.45 earnings per share for a Threshold award payout to US$1.65 or higher earnings per share for a Maximum award payout.

TABLE OF CONTENTS

__________________

TABLE OF CONTENTS

_________________

Given that the adjusted diluted EPS performance for the year ended December 31, 2019 was below the US$1.65 earnings per share level required for the Threshold allotment of share awards, no share awards have been earned in relation to the EPS performance metric.

Given that the adjusted diluted EPS performance for the year ended December 31, 2020 was below the US$1.45 earnings per share level required for the Threshold allotment of share awards, no share awards have been earned in relation to the EPS performance metric.

TABLE OF CONTENTS

For the 2019 TSR awards, the number of performance share units shown in this column reflects the Threshold performance level, in accordance with SEC regulations, given that the performance level at December 31, 2020 is below Threshold. The measurement period continues until December 31, 2021.

For the 2020 TSR awards, the number of performance share units shown in this column reflects the Threshold performance level, in accordance with SEC regulations, given the performance level at December 31, 2020 is at Threshold. The measurement period continues until December 31, 2022.

_________________

TABLE OF CONTENTS

The following table shows a summary of the stock options exercised by the Named Executive Officers in 2020 and the restricted stock or restricted stock units vested for the Named Executive Officers during 2020.

_____________________

Luxfer’s pension plans, the Luxfer Group Pension Plan and the Luxfer Group Supplementary Pension Plan (“Salaried Pension Plans”), are frozen. Participants in the Salaried Pension Plans no longer earn additional credited service, and changes in salary for a participant are not considered in determining pension benefits. The Salaried Pension Plans were frozen consistent with contemporary benefit practices.

The Named Executive Officers who were employed by Luxfer on or before December 31, 2016, participate on the same basis as other salaried employees in the non-contributory Salaried Pension Plans. Alok Maskara and Heather Harding do not participate in the Salaried Pension Plans because they joined Luxfer after December 31, 2016.

The table below lists the number of years of credited service and present value of accumulated pension benefits as of December 31, 2020, for each of the Named Executive Officers who participated in the Salaried Pension Plans. The disclosed amounts are actuarial estimates only and do not necessarily reflect the actual amounts that will be paid to the Named Executive Officers, which will only be known at the time they become eligible for payment.

_____________________

TABLE OF CONTENTS

CEO PAY RATIO

Identification of Median Employee

In accordance with Item 402(u) of Regulation S-K, we are required to provide certain information concerning the ratio between Luxfer's CEO's, Alok Maskara’s, annual total compensation and the annual total compensation of the Company’s estimated median compensated employee (“MCE”), in each case generally calculated in the manner that annual total compensation is calculated for the purposes of the Summary Compensation Table.

Summary

As described in more detail below, the total compensation of the Company’s MCE was US$58,677 in 2020. Mr. Maskara’s compensation for purposes of the ratio totaled US$2,033,744, resulting in an estimated ratio to the MCE’s total fiscal 2020 compensation of 35 to 1. Mr. Maskara’s compensation for purposes of the ratio is the same as that reported in the Summary Compensation Table above.

Methodology

We first determined our MCE during and for fiscal 2018 for the purposes of determining our CEO Pay Ratio. Item 402(u) of Regulation S-K requires the identification of a median compensated employee at least once every three years. As the Company determined that there were no material changes to its employment population or compensation arrangements that would warrant a change in the MCE or the methodology, the Company’s MCE for fiscal 2020 is the same as the MCE identified for fiscal 2018 and 2019. The MCE identified and used for purposes of determining our CEO Pay Ratio for fiscal 2018 and 2019 was a production employee at one of the Company’s U.K. facilities. For a discussion regarding the methodology used by the Company to determine the fiscal 2018 and 2019 MCE, please refer to the section entitled “CEO Pay Ratio” in the Company’s Proxy Statement for its 2019 Annual General Meeting of Shareholders, which was filed with the SEC on April 5, 2019.

For fiscal 2020, the Company calculated the total compensation of the MCE using the same methodology as was used to calculate Mr. Maskara’s total fiscal 2020 compensation for purposes of the Summary Compensation Table. This included adding the MCE’s actual fiscal year 2020 hourly pay, overtime pay, fiscal 2020 bonus, mobile phone allowance, and calendar 2020 pension contribution, resulting in a total 2020 compensation of US$58,677. The MCE is paid in GBP sterling; thus, the total 2020 compensation was translated per the average exchange rate of the year of £1: US$1.2837.

SEC rules and guidance for identifying the median of the annual total compensation of employees and calculating the pay ratio based on the MCE's annual total compensation allow companies to adopt a variety of methodologies; to apply certain exclusions; and to make reasonable estimates and assumptions that reflect employee populations and compensation practices. Accordingly, the pay ratios reported by other companies may not be comparable to Luxfer's pay ratio, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

TABLE OF CONTENTS

audit committee pre-approval policy

The Audit Committee reviews and approves the external Independent Auditors’ engagement and audit plan, including fees, scope, staffing, and timing of work. In addition, the Audit Committee Charter limits the types of non-audit services that may be provided by the Independent Auditors. Any permitted non-audit services to be performed by the Independent Auditors must be pre-approved by the Audit Committee after the Committee is advised of the nature of the engagement and particular services to be provided. The Audit Committee pre-approved audit fees and all permitted non-audit services of the Independent Auditors in 2020. Responsibility for this pre-approval cannot be delegated to one or more members of the Audit Committee, and the Audit Committee may not delegate authority for pre-approvals to Luxfer management.

fees paid to the independent auditors

We engaged PricewaterhouseCoopers LLP ("PwC") to provide various audit and other authorized non-audit services to the Company during fiscal years 2020, 2019 and 2018.

The Audit Committee approved all fees paid to PwC and underlying services provided by the Independent Auditors. Their fees for these services were as follows:

_____________________

TABLE OF CONTENTS

audit committee report

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, internal control over financial reporting, and compliance with legal and regulatory requirements. The Company’s internal audit function is responsible for, among other things, evaluating and improving the effectiveness of risk management, control processes, and governance practices. The Independent Auditors are responsible for expressing opinions on the conformity of the Company’s consolidated financial statements with generally accepted accounting principles, the fairness of the presentation of the Company’s financial statement schedules, and the effectiveness of internal controls over financial reporting in accordance with the Public Company Accounting Oversight Board (“PCAOB”). The role of the Audit Committee is to oversee the foregoing activities.

Management completed its evaluation of the Company’s internal control over financial reporting pursuant to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight during the process. In connection with this oversight, the Committee received periodic updates provided by management and the internal audit function at each regularly scheduled Committee meeting. At the conclusion of the process, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020 and reported its conclusion to the Audit Committee. The Committee reviewed Management’s Assessment of the Effectiveness of Internal Control over Financial Reporting contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC, as well as the Independent Auditors’ Report of Independent Registered Public Accounting Firm. The Committee continues to oversee the Company’s efforts related to internal control over financial reporting and management’s preparations for the evaluation in 2021.

Furthermore, the Audit Committee met with the Company’s accounting and financial management team, the internal audit function, and the Independent Auditors to review the Company’s annual and quarterly periodic filings containing consolidated financial statements prior to the Company’s submission of such filings with the SEC. Additionally, the Audit Committee discussed with the Company’s internal auditors and Independent Auditors the overall scope and plans for their respective audits. The Committee meets with the Company’s internal auditors and Independent Auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements with management, and discussed the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgements, and the clarity of disclosures in the financial statements. Additionally, in conformance with PCAOB rules, the Committee reviewed and discussed with the Independent Auditors one critical audit matter arising from the current period audit of the Company’s financial statements. A critical audit matter (“CAM”) is defined to be any matter arising from the audit of the financial statements that was communicated or required to be communicated to the Audit Committee and that (i) relates to accounts or disclosures that are material to the financial statements and (ii) involves especially challenging, subjective, or complex audit judgment. The Committee concurred with the Independent Auditors’ assessment and identification of the CAM contained in the Report of Independent Registered Public Accounting Firm included within the 2020 Annual Report on Form 10-K.

In connection with the financial statements for the year ended December 31, 2020, the Audit Committee has:

TABLE OF CONTENTS

In reliance of the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on March 2, 2021. The Board approved these inclusions.

THE AUDIT COMMITTEE

Lisa Trimberger

Richard Hipple

Clive Snowdon

TABLE OF CONTENTS

equity compensation plan information

The following table gives aggregate information under all equity compensation plans of the Company as of December 31, 2020.

_____________________

The LTIP is used to grant awards to the Executive Officers, as well as senior and junior managers in Luxfer. A variety of different awards can be granted under the LTIP. The maximum value of awards that can be granted to the Chief Executive Officer, the only Executive Director, under the LTIP is defined in the Remuneration Policy.

The EIP is used to grant awards to Non-Executive Directors as part of their annual fees. The value of the award is currently up to 55% of the annual retainer fee of a Non-Executive Director. These awards are made the day after the Company’s Annual General Meeting each year and vest the day before the following year’s AGM. Annual awards are usually made as restricted stock units. They are paid out immediately on vesting, together with dividends that have been accumulated during the vesting period. New Non-Executive Directors cannot participate in the annual awards until they have served six months; however, the awards they would have earned from the date of appointment are added to the next annual award provided they are elected or re-elected at the AGM.

TABLE OF CONTENTS

security ownership

The following table contains information concerning the beneficial ownership of our ordinary shares as of March 1, 2021, by each Director and Director nominee, by each Named Executive Officer listed in the Summary Compensation Table, and by all Directors and Executive Officers as a group. Our ordinary shares subject to share awards that are currently exercisable or exercisable within 60 days of March 1, 2021, are considered outstanding and beneficially owned by the person holding the awards for the purpose of calculating the ownership percentage of that person but not for the purpose of calculating the ownership percentage of any other person. Based on a review of filings with the SEC, the following table also contains information concerning each person who we know beneficially owned more than 5% of our ordinary shares as of December 31, 2020.