Ingevity : 2025 Ingevity Proxy Statement – Notice of Annual Meeting of Shareholders
NGVT
MESSAGE TO OUR
STOCKHOLDERS
Luis Fernandez-Moreno | March 20, 2025
Dear Fellow Ingevity Stockholders,
It is my pleasure to invite you to the 2025 annual meeting of stockholders (the "Annual Meeting") of Ingevity Corporation ("Ingevity," the "Company" or "us") on behalf of Ingevity's Board of Directors (the "Board"). The Annual Meeting will be held virtually via live audio webcast on April 30, 2025, at 9:30 a.m. Eastern Time.
Bold actions are underway across the Company - to our leadership, portfolio, operating priorities, and cost structure - to drive profitable growth and significant, sustainable value creation for all Ingevity stockholders. These actions are delivering results, and we believe our momentum is just beginning.
New leadership, new priorities and a team focused on execution
To accelerate improved performance and best position the Company for the future, in October 2024, our Board of Directors initiated a search for a new chief executive officer, and in March 2025, announced the appointment of accomplished specialty materials leader, David H. Li, as Ingevity's next president and CEO. We are confident that Mr. Li will further strengthen performance and best position the Company for the future and are excited to welcome him to Ingevity soon. We bolstered Ingevity's executive team with the addition of experienced manufacturing and chemical industry leaders: Michael N. Shukov as senior vice president and president, Advanced Polymer Technologies in 2025, and in 2024, Terry Dyer as Senior Vice President and Chief Human Resources Officer, and Ryan Fisher as Senior Vice President, General Counsel and Corporate Secretary.
Working alongside the Board and Ingevity team, we launched new strategic priorities last fall - execution excellence, reducing leverage, and portfolio optimization. I am proud of our employees' focus and execution in each of these areas.
On a consolidated basis, we delivered adjusted EBITDA* for fiscal 2024 of $363 million, exceeding analyst estimates, and improved EBITDA Margins* by 350 basis points to 25.8%. We realized a total of $84 million in cost savings in 2024 and generated $51 million of free cash flow* despite $200 million of cash outflows related to our repositioning actions. This enabled us to reduce debt and lower our leverage ratio in the second half of the year. Segment performance is also improving.
Record year for Performance Materials
In 2024, we delivered record performance in our Performance Materials segment for both sales and EBITDA. The fourth quarter of 2024 marked the sixth consecutive quarter of EBITDA margins surpassing 50%, driven by pricing and operational efficiency initiatives. We expect continued positive results in this business as ICE vehicles increasingly become more fuel-efficient and consumer preferences further trend toward hybrids. We are also making progress in developing new markets for our carbon technologies in silicon anode batteries through our investment in Nexeon.
Transforming Performance Chemicals
The increased EBITDA margins we reported for the Performance Chemicals segment in the second half of 2024 demonstrate our work to proactively manage this business by exiting lower margin cyclical end markets, reducing our physical footprint to optimize costs and diversifying our raw material stream. In addition, we addressed uneconomic long-term contracts, which previously hindered our ability to manage the cost and timing of key raw material purchases.
*Reconciliation of these non-GAAP financial measures to the nearest GAAP measure can be found in Appendix A.
INGEVITY | 2025 Proxy Statement
1
Message To Our Stockholders
Advanced Polymer Technologies demonstrating resiliency
We achieved increased sales volumes in 2024 for the Advanced Polymers Technologies segment even in challenging market conditions. Although demand is expected to remain flat in the near term, we believe long-term this segment will generate 20% or better margins, driven by greater industrial demand in existing markets supported by more innovation in high-growth areas such as bioplastics used in food packaging and apparel.
Reshaping portfolio to focus on higher growth, higher margin opportunities
On October 30, 2024, we publicly announced that we were reviewing our business portfolio, a review which began in March 2024, and which has been one of my top priorities since assuming the interim CEO role.
As part of this review, we announced on January 16, 2025, our decision to explore strategic alternatives for a majority of our Performance Chemicals Industrial Specialties product lines and our North Charleston, South Carolina, crude tall oil refinery. Exiting most of the Industrial Specialties product line is expected to strengthen the Performance Chemicals segment further and enable us to focus our attention on higher growth and higher margin opportunities within our portfolio while increasing the Company's earnings and cash flow.
We are proceeding expeditiously with the review of Industrial Specialties and the refinery and expect to communicate a path forward by year end. We are also continuing to review the rest of our portfolio.
Continuing to enhance the Ingevity board with fresh, qualified perspectives
Over the last three years, Ingevity has added three new independent directors to the Company's nine-member Board, including J. Kevin Willis, senior vice president and chief financial officer of Ashland Inc. in December 2024. Kevin's appointment follows a search that began in June 2024 with the assistance of an independent search firm. Kevin played an integral role in Ashland's successful separation from Valvoline and the reorganization of Ashland's European operations and brings highly relevant experience in the chemical industry. He also brings extensive financial planning, capital allocation analysis, and business development experience, which make him well suited to help oversee and guide the management team on the Company's new strategic priorities and the improvement initiatives we are pursuing.
Thank you for your investment
I am immensely proud of the progress we are making to transform Ingevity for the future. On behalf of the Board, I extend a warm welcome to our incoming CEO, David Li, and look forward to working alongside him to facilitate a smooth transition and execute appropriate actions to ensure our business portfolio and cost structure are aligned with our objectives of being a specialty chemicals leader, driving profitable growth and creating value for our stockholders.
Thank you for your continued investment in Ingevity. Our premier activated carbon platform, leading specialty chemicals business, global footprint and innovative employees provide a strong foundation for success. We are bullish about the future and confident in our ability to strengthen our position as a world class specialty chemicals leader. We hope you share our enthusiasm for Ingevity and the exciting opportunities ahead.
Best regards,
Luis Fernandez-Moreno
Interim President and CEO
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INGEVITY | 2025 Proxy Statement
Message To Our Stockholders
Additional information about this year's Annual Meeting
The accompanying notice of Annual Meeting and proxy statement are being mailed to each holder of record of the Company's common stock (the "Common Stock") as of the record date, March 3, 2025. Please see "Questions and Answers about the Annual Meeting, Proxy Solicitation and Voting Information" for additional information about how to attend, vote, examine the list of stockholders and submit questions during the Annual Meeting. You can participate in the Annual Meeting, submit questions and vote your shares of the Common Stock during the Annual Meeting by visiting www.cesonlineservices.com/ngvt25_vm. To participate in the Annual Meeting, you should register at www.cesonlineservices.com/ngvt25_vm by 11:59 PM (Eastern Time) on April 28, 2025. Further details regarding participation, voting and the business to be conducted at the Annual Meeting appear in the accompanying notice of the Annual Meeting and proxy statement.
Your vote will be especially important at this year's Annual Meeting. Vision One Fund, LP ("VOF") on behalf of itself and Vision One Management Partners, LP ("VOMP", collectively with VOF, its affiliates and other persons identified in proxy solicitation materials filed on their behalf "Vision One") has notified the company that it has nominated Julio C. Acero and F. David Segal for election as directors at the Annual Meeting in opposition to the nominees recommended by the Board. You may receive solicitation materials from Vision One, including proxy statements and gold proxy cards. Ingevity is not responsible for the accuracy or completeness of any information provided by or on behalf of Vision One or its nominees or any other statements Vision One may make.
The Board unanimously does NOT endorse any of the nominees for director submitted by Vision One and unanimously recommends that you vote "FOR" each of the nine highly qualified nominees proposed by the Board on the enclosed WHITEproxy card or WHITEvoting instruction form: Jean S. Blackwell, Luis Fernandez-Moreno, Diane H. Gulyas, Bruce D. Hoechner, Frederick J. Lynch, Karen G. Narwold, Daniel F. Sansone, J. Kevin Willis, and Benjamin G. (Shon) Wright. We strongly urge you to discard and NOT to vote using any gold proxy card sent to you by Vision One. If you have already submitted a gold proxy card sent to you by, or on behalf of, Vision One, you can revoke such proxy and vote for the Board's nine nominees and on the other matters to be voted on at the Annual Meeting by marking, signing and dating the enclosed WHITEproxy card or WHITEvoting instruction form and returning it in the enclosed postage-paid envelope or by using the information on the WHITEproxy card or WHITEvoting instruction form to vote via the Internet or telephone by otherwise following the instructions on your WHITEproxy card, or WHITEvoting instruction form. Only your latest validly executed proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.
Please note that this year, your proxy card looks different. It has more names on it than there are seats up for election, under recent requirements called a "universal proxy card." This means the Company's proxy card is required to list the Vision One nominees in addition to the Board's nominees. Please mark your card carefully and only vote "FOR" the nine nominees and all other proposals recommended by the Board.
Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in the proxy materials using the WHITEproxy card or WHITEinstruction form or notice. Your vote will mean that you are represented at the Annual Meeting even if you do not attend virtually.
If you have any questions or require any assistance with voting your shares, please call Ingevity's proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th floor
New York, New York 10022
Shareholders may call toll free: (877) 687-1874
Banks and Brokers may call collect: (212) 750-5833
INGEVITY | 2025 Proxy Statement
3
NOTICE
of 2025 Annual Meeting of Stockholders of Ingevity Corporation
How to vote:
Online
Vote online using the control number on your WHITE proxy card at the voting website indicated.
By phone
Locate the control number on your WHITE proxy card to vote by calling the toll-free number indicated.
DATE
& TIME
April 30, 2025
9:30 a.m.
Eastern Time
LIVE AUDIO WEBCAST
RECORD
LOCATION
DATE
www.cesonlineservices.com/ngvt25_vm
March 3, 2025
See "Questions and Answers about the
Holders of record of our
Annual Meeting, Proxy Solicitation, and
Common Stock at the close of
Voting Information" for details on how to
business on the Record Date are
pre-register and participate at the meeting
entitled to receive notice of,
virtually attend, and vote
at the Annual Meeting
By mail
Mark, date and sign your WHITE proxy card and return it in the enclosed postage pre-paid envelope
During the virtual meeting
See "Questions and Answers about the Annual Meeting, Proxy Solicitation, and Voting Information" for details on how to virtually attend and vote during the meeting
YOUR VOTE IS VERY IMPORTANT!
If you have any questions about the Annual Meeting or how to vote your shares, please contact the firm assisting us with the solicitation of proxies:
INNISFREE M&A INCORPORATED:
To allow our stockholders greater access to the meeting and lower the barriers to stockholder participation, our Annual Meeting will be held in a virtual format only with no physical meeting location.
Items of business
At the Annual Meeting, stockholders will be asked to act on the following items:
Additional information
Please note that Vision One has provided notice of its nomination of two nominees for election to the Company's Board at the Annual Meeting in opposition to the nominees recommended by our Board. Pursuant to SEC rules, we are required to reflect the Vision One nominees on our WHITEproxy card; however, our Board does not endorse the Vision One nominees and urges you to use the WHITEproxy card or WHITEvoting instruction form to vote FOR only the nine (9) nominees recommended by the Board. You cannot vote FOR more than nine nominees at the Annual Meeting. You are permitted to vote FOR fewer than nine nominees. If you vote FOR less than nine nominees, your shares will only be voted FOR those nominees you have marked. If you vote FOR more than nine nominees, your votes on Proposal 1 regarding nominees will be invalid and will not be counted.
Whether or not you plan to attend the Annual Meeting virtually, we urge you to review the proxy materials carefully and to use your WHITEproxy card to vote in advance as promptly as possible.
By Order of the Board of Directors,
Ryan C. Fisher
Corporate Secretary
4 INGEVITY | 2025 Proxy Statement
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5
Table of Contents
Message from our CEO
1
Restricted Stock Unit awards
43
Other compensation
43
NOTICE
4
Stock ownership guidelines; prohibition on hedging
43
2024 Director compensation table
44
Proxy Statement Summary
8
Proposal 2: Non-Binding Advisory Vote to
2024 Business Overview
9
2024 Achievements
10
Approve The Compensation of Ingevity's
Snapshot of the Board's Director Nominees
11
Named Executive Officers (Say-on-Pay)
45
Board Demographics
11
Compensation Discussion and Analysis
46
Corporate Governance Highlights
12
Executive Compensation Governance Practices
13
Executive Summary
47
Executive Compensation Governance Practices
49
Background to the Solicitation
14
What Guides Our Program
50
How We Set Compensation
51
Proposal 1: Election of Directors
18
2024 Executive Compensation In Detail
53
Vote Required:
19
Other Compensation Policies and Practices
62
Board Nominees for Director
20
Other compensation and benefits
63
Summary of the Board Nominees' Skills and
Risk analysis
67
Experience
29
Tax and accounting considerations
67
Board and Corporate Governance Matters
30
Talent and Compensation Committee Report
68
Role of the Board of Directors
30
Compensation Tables and Other Matters
69
Corporate Governance Guidelines
30
Board Leadership Structure
31
Summary Compensation Table
69
Committees of our Board of Directors
32
Grants of Plan-Based Awards in 2024
71
Director Nominees and Selection
34
Outstanding Equity Awards at 2024 Fiscal Year End
73
Board Refreshment and Succession Planning
34
Option Exercises and Stock Vested During Fiscal 2024
76
Evaluating Board performance and effectiveness
35
Pension Benefits Table - 2024
78
Board meetings and executive sessions
36
Non-Qualified Deferred Compensation at 2024 Fiscal
Board's role in risk oversight
36
Year End
78
Management development and succession planning
39
Potential Payments Upon Certain Termination Events
Board oversight of human capital matters
39
or a Change of Control
79
CEO Pay Ratio-2024
82
Director education program
39
Pay Versus Performance
83
Retirement age, term limits and significant change in
job responsibilities
39
Proposal 3: Ratification of the Appointment of
Overboarding policy
39
Independent Registered Public Accounting Firm
88
Stockholder outreach and engagement
40
How to contact the Board
40
Audit Committee Matters
89
Code of Conduct
40
Governance materials on our website
41
Audit and other fees
89
Related party transactions
41
Pre-approval policy and procedures
89
Director Compensation
42
Audit Committee Report
90
Ingevity's Director compensation approval process 2024 Non-employee Director compensation Cash retainers
42
Proposal 4: Approval of Ingevity Corporation
42
2025 Omnibus Incentive Plan
91
42
6 INGEVITY | 2025 Proxy Statement
Table of Contents
Ownership of Equity Securities
Principal stock owners
Executive Officers and Directors
Delinquent Section 16(a) reports
Questions and Answers About the Annual
Meeting, Proxy Solicitation, and Voting
Information
Questions and Answers Regarding Stockholder
Communications, Stockholder Proposals, and
Company Documents
Forward-Looking Statements
Appendix A: Non-GAAP Financial Measures and Reconciliation Tables
Non-GAAP financial measures used in this proxy statement
Metrics used in "2024 Business Highlights," "Fiscal Year 2024 Compensation Highlights," and "NEO Performance and Compensation Decisions"
Metrics used in "Short-Term Incentive Plan and 2024 Awards"
Metrics used in "Fiscal Year 2024 Compensation Highlights," "Long-Term Incentive Plan and 2024 Awards," and "Payout of 2022 PSU Award" Reconciliation of Net Income (Loss) (GAAP) to Adjusted EBITDA (Non-GAAP) to Company STIP-Adjusted EBITDA (Non-GAAP)
99
Reconciliation of Net Cash Provided by Operating
99
Activities (GAAP) to Free Cash Flow (Non-GAAP)
115
Reconciliation of Segment EBITDA (GAAP) to BU
100
STIP-Adjusted EBITDA (Non-GAAP)
116
100
Reconciliation of Revenue (GAAP) to Company
STIP-Adjusted Revenue (Non-GAAP)
116
Reconciliation of Segment Revenue (GAAP) to BU
101
STIP-Adjusted Revenue (Non-GAAP)
116
Reconciliation of Diluted EPS (GAAP) to Cumulative
EPS (Non-GAAP)
117
Reconciliation of Net Income (Loss) (GAAP) to NOPAT
108
(Non-GAAP)
118
Calculation of Average Invested Capital (Non-GAAP)
118
110
Calculation of Average ROIC (Non-GAAP)
119
Appendix B: Ingevity Corporation 2025
111
Omnibus Incentive Plan
120
Appendix C: Supplemental Information
111
Regarding Participants in the Solicitation
133
Directors and Nominees
133
111
Officers and Employees
133
Information Regarding Ownership of the Company's
112
Securities by Participants
134
Information Regarding Transactions in Ingevity
Securities by Participants - Last Two Years
134
113
Miscellaneous Information Regarding Participants in
the Solicitation
140
115
INGEVITY | 2025 Proxy Statement
7
Proxy Statement Summary
This summary highlights information about Ingevity Corporation and certain information contained elsewhere in this proxy statement (the "Proxy Statement") for our 2025 Annual Meeting of Stockholders (the "Annual Meeting"). This summary does not contain all of the information that you should consider in deciding to vote. Please read the entire Proxy Statement carefully before voting.
Agenda Items and Board Recommendations
Proposal
Proposal 1: Election of Directors
Proposal 2: Advisory vote on compensation of our Named Executive Officers (Say-on-Pay)
Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2025
Proposal 4: Approve the Ingevity Corporation 2025 Omnibus Incentive Plan
Board Vote
Page
Recommendation
FOR
18
only each of our Board's
9 director nominees
FOR
45
FOR
88
FOR
91
8 INGEVITY | 2025 Proxy Statement
Disclaimer
Ingevity Corporation published this content on March 24, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 24, 2025 at 21:21:45.781.