Ingevity Files Definitive Proxy Statement and Issues Letter to Stockholders

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Ingevity's proxy statement and shareholder letter highlight significant transformational changes that appear to be delivering results amid a proxy battle with activist investor Vision One. The company reports strong 2024 performance with $1.4+ billion in revenue (third highest in company history), $362+ million in adjusted EBITDA (at 26% margins, exceeding consensus by ~3%), cost savings of $84 million (above target), and free cash flow of $51 million (exceeding guidance).

Management's strategic pivot included facility closures, termination of long-term raw material agreements, exit from lower-margin markets, and a formal review of portfolio assets. These actions address the fundamental challenges of unprecedented crude tall oil cost increases and demand softness that began in 2022. For 2025, they project 10-14% adjusted EBITDA growth, 4-5x increase in free cash flow, additional cost savings of $10-25 million, and debt ratio reduction to below 2.8x from 3.5x.

The proxy fight centers on Vision One's push to add two nominees to the board, which Ingevity opposes, citing their lack of public company leadership experience and chemicals industry knowledge. The recent appointment of David Li as CEO (effective April 7) appears strategic, given his track record of delivering ~300% shareholder returns and ~14% annual operating profit growth at CMC Materials.

The market has responded positively to these developments, with 18% total stockholder returns since October 2024, outperforming relevant indices. This proxy battle comes at a pivotal moment in Ingevity's turnaround, with early signs of success but execution risks still present.

03/20/2025 - 05:34 PM

Board and Management Team Have Taken Significant and Decisive Action to Respond to External Market Challenges

Key Transformational Changes Are Driving Strong Financial Results and Stock Price Outperformance

Continued Execution of Proven Strategy Positions Ingevity to Unlock Significant Additional Stockholder Value

Company Urges Stockholders to Vote “FOR” ONLY Ingevity’s Highly Qualified Director Nominees on the WHITE Proxy Card

Launches VoteIngevity.com Providing Additional information for Stockholders

NORTH CHARLESTON, S.C.--(BUSINESS WIRE)-- Ingevity Corporation (NYSE: NGVT) today announced that it has filed its definitive proxy statement with the U.S. Securities and Exchange Commission in connection with its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held on April 30, 2025 at 9:30 a.m. (Eastern). All Ingevity stockholders of record as of the close of business on March 3, 2025 will be entitled to vote at the meeting.

In conjunction with the filing of the definitive proxy, Ingevity’s Board of Directors issued a letter to stockholders recommending that they vote for Ingevity’s nine highly qualified and engaged directors on the WHITE proxy card - 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. The Company also launched VoteIngevity.com, a website including voting instructions and other resources for stockholders.

Highlights from the letter include:

Under the leadership of Ingevity’s Board and management team, the Company has undertaken a series of fundamental changes to the business in response to external market challenges.
Ingevity has seen the impact of these changes through its strong 2024 financial results and recent stock price performance, setting the Company up for continued momentum in 2025.
Ingevity’s Board has provided strong oversight and continued to evolve the Company’s leadership with the recent appointment of David H. Li as Ingevity’s next President and CEO, effective April 7.
The Company has made meaningful efforts to reach a constructive resolution and avoid a proxy fight with Vision One, but Vision One has rejected these efforts in favor of seeking the election of two nominees who have never served as public company directors or as senior executives of a publicly-traded company and have no experience in the specialty chemicals industry.

The Company encourages stockholders to vote “FOR” ONLY Ingevity’s nine directors to support the decisive actions taken by the Board and management that are driving strong performance and momentum to deliver more stockholder value, and to send a message to Vision One to drop its wasteful and unnecessary proxy fight.

The full text of the letter to stockholders follows:

Dear Ingevity Stockholders,

We are writing to provide you a brief update regarding a number of important developments at Ingevity.

Beginning in 2022, unprecedented increases in crude tall oil (“CTO”) costs combined with demand softness in our primary end markets negatively impacted our Industrial Specialties business, our results and our ability to deliver value to our stockholders. Significant and decisive action was required.

In response to these external market challenges, the Ingevity Board of Directors and management team have undertaken a series of fundamental changes to the business:

Rationalized our physical footprint with the closure of our DeRidder and Crossett facilities;
Terminated long-term CTO supply agreements and diversified our raw material streams, enhancing our ability to better manage the cost and timing of key raw material purchases;
Exited lower margin, cyclical end markets in the Performance Chemicals segment, sharpening our focus on our higher value businesses;
Announced a comprehensive review of our portfolio and formal strategic alternatives process for a majority of our Industrial Specialties business and our North Charleston CTO refinery; and
Continued to enhance execution in Performance Materials and aligned the business to serve vehicles that require more advanced carbon technology.

The Impact on our Business

Our ability to execute these transformational changes swiftly and successfully across multiple fronts is a tribute to the entire Ingevity team. The positive impact on our business is being demonstrated in our financial results. In 2024, we delivered:

Revenues of $1.4+ billion – the third highest year in our history
Adjusted EBITDA of $362+ million – at a 26% Adj. EBITDA margin – beating consensus by ~3%
Cost savings of $84 million – above an anticipated $65-75 million
Free cash flow of $51 million – well above prior guidance and facilitating the Company’s continued prioritization of debt reduction

We expect further progress in 2025, as we project 10-14% adjusted EBITDA growth, free cash flow that is approximately 4-5x our 2024 level, additional cost savings of $10-25 million and a reduction of our net debt ratio to less than 2.8x (from 3.5x at year-end 2024).

Moreover, we are confident in our ability to continue to deliver stock price outperformance beyond the upward trajectory of Ingevity’s stock since we first announced our search for a new permanent CEO on October 3, 2024. Since that time, we have delivered 18% total stockholder returns, significantly outperforming the S&P 400 Chemicals Index and the broader market¹.

A key driver of our successful execution and continuing momentum has been the leadership of Luis Fernandez-Moreno, an Ingevity director who has served as interim CEO during this important period. As a director and interim CEO, Mr. Fernandez-Moreno has continued to drive execution of the business, announced a comprehensive portfolio review and focused on recruiting top management talent with proven track records in executing strong stockholder value creation.

On March 10, the Company announced it had successfully concluded its CEO search with the appointment of David H. Li, the former President and CEO of CMC Materials, as our next President and CEO, effective April 7, 2025. While at CMC, David delivered ~300% total shareholder returns as compared to ~78% for the S&P 400², ~16% cumulative annual revenue growth³ and ~14% cumulative annual operating profit growth³ – and led the $6.5 billion sale to Entegris at a 35% premium⁴. We are confident he is the right leader to drive our business forward.

In addition, on March 12, Ingevity announced the appointment of Michael Shukov, who had previously served as managing director at PPG Industrial Coatings, EMEA, as Ingevity’s new Senior Vice President and President of Advanced Polymer Technologies. These leadership appointments give us confidence that the future is bright for Ingevity and its stockholders.

Recent commentators have recognized our strong trajectory⁵:

“Given the significant/heavy lifting that NGVT has done in repositioning its portfolio away from the CTO volatility seen over the past few years, we are looking for 2025 to be a major year of inflection for NGVT's earnings.” – BMO Capital Markets 2.26.25
"We remain encouraged by Ingevity’s restructuring progress under interim CEO Luis Fernandez-Moreno, which is yielding faster than expected improvements in profitability and especially cash flow." – CJS Securities 2.24.25

Vision One’s Proxy Fight

Vision One first reached out to Ingevity in November 2024 and later nominated four directors for election to the Ingevity Board, including Courtney Mather, its founder, CEO and Chief Investment Officer. Our Board assessed Vision One’s nominees and determined, particularly in light of the current initiatives and portfolio review underway, that they lack experience in the specialty chemicals sector or as executive officers of a public company, and do not have meaningful operational or capital allocation expertise in public company operating roles.

In an effort to avoid a potential proxy fight at an important inflection point for the Company, we proposed to Vision One that we would be willing to work with them to identify a director with the expertise necessary to oversee our business and strategy and to most effectively serve our stockholders. We also invited Vision One to present to our Board. Vision One rejected our offers to present to the Board and insisted we appoint its candidates to the Board or face a proxy fight, and ultimately launched their campaign.

Following our appointment of Mr. Li, we again reached out to Vision One to reiterate our settlement proposal. Mr. Mather insisted instead that the only acceptable solution was the appointment of one of the Vision One insiders. The Board concluded that such an appointment would not be in the best interests of all Ingevity stockholders.⁶

Vision One has since reduced its slate to two nominees, Julio Acero, age 34, who works for Mr. Mather at Vision One as an investment analyst and director, and F. David Segal, age 55, who was previously a vice president at International Paper and portfolio manager at Franklin Mutual. Neither candidate has served as a public company director or a senior executive of a publicly-traded company and neither has experience in the specialty chemicals industry. The Board also determined through interviews and its established director nominee review process, that both Mr. Acero and Mr. Segal do not have meaningful operating, capital allocation or portfolio management experience in public company senior roles that would supplement the skills of the current Board.

In support of its campaign, Vision One predicates its attacks in part on director “entrenchment.” However, our Board is committed to refreshment, as three new independent directors have been added in the last three years, the average director tenure is less than six years and not a single Ingevity director has been on the Board for over 10 years. Vision One also attacks Ingevity’s past performance. While the Company has faced pressure due to external market challenges, the Board has been taking decisive actions to address those issues, such as transforming segments of our business and performing a strategic review of our portfolio – which first began in March 2024, long before Vision One first contacted the Company – to continue to deliver outperformance.

The Path Forward

We look forward to continuing to engage with our stockholders and providing you with further updates on our progress. We will continue to seek a constructive resolution to Vision One’s unnecessary and wasteful proxy fight, particularly as our new CEO begins his role, but only if it is in the best interests of Ingevity. We know that we have more work ahead of us, but Ingevity has promising opportunities ahead and we believe we are on the right path to unlock significant additional stockholder value by executing our strategy.

Sincerely,
The Ingevity Board of Directors

Your vote is very important. No matter how many shares you own!

Vote the WHITE proxy card or WHITE voting instruction form “FOR” ONLY Ingevity’s nine highly qualified nominees to support Ingevity’s momentum underway. For more information about Ingevity’s Board nominees and strategy, please visit: VoteIngevity.com

If you have any questions or require any assistance with voting your shares,

please call the Company’s proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022

+1 (877) 687-1874
(toll free from the U.S. or Canada)

+1 (412) 232-3651
(from other countries)

^{__________________________________}
¹	TSR calculated based on stock price performance from 10/3/24 to 3/19/25 and assumes reinvestment of all dividends
²	From appointment on Jan 1, 2015 to Jul 5, 2022, the last trading day prior to the close of sale to Entegris
³	From Fiscal Year 2014 to Q2 Fiscal Year 2022 LTM
⁴	Premium at announcement over CMC Materials closing stock price as of Dec 14, 2021, day before announcement of Entegris acquisition
⁵	Permission to use quotes neither sought nor obtained
⁶	Additional details regarding Ingevity’s engagement with Vision One is described in a previous letter to Ingevity stockholders (https://www.ingevity.com/news/press-releases/ingevity-highlights-significant-momentum-on-actions-underway-to-drive-improved-performance-and-value-creation/) and in the Company’s definitive proxy statement filed with the SEC

Ingevity: Purify, Protect and Enhance

Ingevity provides products and technologies that purify, protect and enhance the world around us. Through a team of talented and experienced people, we develop, manufacture and bring to market solutions that help customers solve complex problems and make the world more sustainable. We operate in three reporting segments: Performance Materials, which includes activated carbon; Advanced Polymer Technologies, which includes caprolactone polymers; and Performance Chemicals, which includes specialty chemicals and road technologies. Our products are used in a variety of demanding applications, including adhesives, agrochemicals, asphalt paving, certified biodegradable bioplastics, coatings, elastomers, pavement markings and automotive components. Headquartered in North Charleston, South Carolina, Ingevity operates from 24 locations around the world and employs approximately 1,600 people. The company’s common stock is traded on the New York Stock Exchange (NYSE:NGVT). For more information, visit ingevity.com.

Forward-Looking Statements

This communication contains “forward looking statements” within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements generally include the words “will,” “plans,” “intends,” “targets,” “expects,” “outlook,” “guidance,” “believes,” “anticipates” or similar expressions. Forward looking statements may include, without limitation, anticipated timing, results, charges and costs of any current or future repositioning of our Performance Chemicals segment, including the announced review of strategic alternatives for the Industrial Specialties product line and North Charleston, South Carolina crude tall oil refinery, the oleo-based product refining transition, closure of our plants in Crossett, Arkansas and DeRidder, Louisiana; leadership transitions within our organization; the potential benefits of any acquisition or investment transaction, expected financial positions, guidance, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; litigation-related strategies and outcomes; and markets for securities. Actual results could differ materially from the views expressed. Factors that could cause actual results to materially differ from those contained in the forward looking statements, or that could cause other forward looking statements to prove incorrect, include, without limitation, charges, costs or actions, including adverse legal or regulatory actions, resulting from, or in connection with, the current or future repositioning of our Performance Chemicals segment, including the announced review of strategic alternatives for the Industrial Specialties product line and North Charleston, South Carolina crude tall oil refinery, the oleo-based product refining transition, closure of our plants in Crossett, Arkansas and DeRidder, Louisiana; losses due to resale of crude tall oil at less than we paid for it; leadership transitions within our organization; adverse effects from general global economic, geopolitical and financial conditions beyond our control, including inflation and the Russia Ukraine war and conflict in the middle east; risks related to our international sales and operations; adverse conditions in the automotive market; competition from substitute products, new technologies and new or emerging competitors; worldwide air quality standards; a decrease in government infrastructure spending; adverse conditions in cyclical end markets; the limited supply of or lack of access to sufficient raw materials, or any material increase in the cost to acquire such raw materials; issues with or integration of future acquisitions and other investments; the provision of services by third parties at several facilities; supply chain disruptions; natural disasters and extreme weather events; or other unanticipated problems such as labor difficulties (including work stoppages), equipment failure or unscheduled maintenance and repair; attracting and retaining key personnel; dependence on certain large customers; legal actions associated with our intellectual property rights; protection of our intellectual property and other proprietary information; information technology security breaches and other disruptions; complications with designing or implementing our new enterprise resource planning system; government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies, tariffs and the chemicals industry; losses due to lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes; and the other factors detailed from time to time in the reports we file with the Securities and Exchange Commission (the “SEC”), including those described in Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10 K as well as in our other filings with the SEC. These forward looking statements speak only to management’s beliefs as of the date of this communication. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward looking statements contained in this communication.

Additional Information and Where to Find It

In connection with Ingevity’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), Ingevity filed on March 20, 2025 with the Securities and Exchange Commission (“SEC”) a definitive proxy statement on Schedule 14A (the “Proxy Statement”), containing a form of WHITE proxy card. This communication is not a substitute for the Proxy Statement or any other document that Ingevity has filed or may file with the SEC in connection with any solicitation by Ingevity. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY INGEVITY AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These documents, including the Proxy Statement (and any amendments or supplements thereto) and other documents filed by Ingevity with the SEC, are available free of charge at the SEC’s website at http://www.sec.gov and at Ingevity’s investor relations website at http://ir.ingevity.com.

Participants in the Solicitation

Ingevity, its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Ingevity stockholders in connection with the matters to be considered at the 2025 Annual Meeting. Information regarding such participants and their respective interests in Ingevity by security holdings or otherwise is set forth in the section entitled “Appendix C: Supplemental Information Regarding Participants in the Solicitation” in the Proxy Statement, which was filed with the SEC on March 20, 2025. Additional information regarding the interests of these participants in the solicitation of proxies in respect of the 2025 Annual Meeting and other relevant materials will be filed with the SEC when they become available. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250320692959/en/

Media:

Caroline Monahan

843-740-2068

media@ingevity.com

Kara Brickman / Greg Klassen

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

Investors:

John E. Nypaver, Jr.

843-740-2002

investors@ingevity.com

Source: Ingevity Corporation

FAQ

What are Ingevity's (NGVT) projected financial targets for 2025?

Ingevity projects 10-14% adjusted EBITDA growth, 4-5x increase in free cash flow from 2024, additional cost savings of $10-25 million, and reduction of net debt ratio to less than 2.8x.

How did Ingevity (NGVT) perform financially in 2024?

In 2024, Ingevity achieved revenues of $1.4+ billion, Adjusted EBITDA of $362+ million (26% margin), cost savings of $84 million, and free cash flow of $51 million.

What major business changes has Ingevity (NGVT) implemented recently?

Ingevity closed DeRidder and Crossett facilities, terminated long-term CTO supply agreements, exited lower margin markets, and announced strategic alternatives review for Industrial Specialties business.

Who is the new CEO of Ingevity (NGVT) and when does he start?

David H. Li, former President and CEO of CMC Materials, will become Ingevity's new President and CEO effective April 7, 2025.

What is the current proxy fight situation at Ingevity (NGVT)?

Vision One has nominated two directors for election, while Ingevity urges stockholders to vote for their nine nominees on the WHITE proxy card at the 2025 Annual Meeting.

Ingevity Files Definitive Proxy Statement and Issues Letter to Stockholders

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FAQ

What are Ingevity's (NGVT) projected financial targets for 2025?

How did Ingevity (NGVT) perform financially in 2024?

What major business changes has Ingevity (NGVT) implemented recently?

Who is the new CEO of Ingevity (NGVT) and when does he start?

What is the current proxy fight situation at Ingevity (NGVT)?

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Ingevity Files Definitive Proxy Statement and Issues Letter to Stockholders

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What are Ingevity's (NGVT) projected financial targets for 2025?

How did Ingevity (NGVT) perform financially in 2024?

What major business changes has Ingevity (NGVT) implemented recently?

Who is the new CEO of Ingevity (NGVT) and when does he start?

What is the current proxy fight situation at Ingevity (NGVT)?

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