Ingevity Submits Definitive Proxy Statement and Issues Letter to Stockholders
Ingevity Corporation announced today that it has filed its definitive proxy statement with the U.S. Securities and Exchange Commission in preparation for its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The meeting is scheduled for April 30, 2025, at 9:30 a.m. (Eastern). Stockholders of record as of the close of business on March 3, 2025, will be eligible to vote.
Alongside the filing, Ingevity’s Board of Directors has issued a letter to stockholders, urging them to vote in favor of the Company’s nine highly qualified and engaged director nominees using the WHITE proxy card. These nominees include 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. To facilitate the voting process, the Company has also launched VoteIngevity.com, a dedicated website containing voting instructions and relevant resources for stockholders.
Key Highlights from the Letter:
- Ingevity’s Board and management have implemented significant business changes to address external market challenges, leading to strong 2024 financial performance and positioning the Company for sustained momentum in 2025.
- Under the Board’s oversight, the Company has appointed David H. Li as its next President and CEO, effective April 7, reinforcing its leadership team.
- Despite efforts to reach a constructive resolution with Vision One, the investor group has continued to push for the election of two nominees with no experience as public company directors or senior executives in the specialty chemicals industry.
- The Board encourages stockholders to vote exclusively for Ingevity’s nine directors to support the Company’s strategic direction and to reject Vision One’s unnecessary proxy contest.
Transformational Changes Driving Performance
Since 2022, Ingevity has undertaken decisive actions to navigate industry challenges, including:
- Streamlining operations by closing its DeRidder and Crossett facilities.
- Diversifying raw material sources and exiting lower-margin markets.
- Initiating a strategic review of its portfolio, particularly within the Industrial Specialties segment.
- Enhancing execution in Performance Materials to meet evolving automotive industry needs.
Strong Financial Performance and Outlook
The results of these initiatives have been reflected in Ingevity’s robust 2024 performance:
- Revenue of $1.4+ billion, the third-highest in company history.
- Adjusted EBITDA of $362+ million, exceeding consensus expectations by approximately 3%.
- Cost savings of $84 million, surpassing anticipated targets.
- Free cash flow of $51 million, significantly higher than prior guidance, enabling further debt reduction.
Looking ahead, Ingevity projects:
- 10-14% adjusted EBITDA growth in 2025.
- Substantial free cash flow growth, estimated to be 4-5 times the 2024 level.
- Additional cost savings of $10-25 million.
- A reduced net debt ratio to below 2.8x by year-end 2025.
Leadership Strength and Market Recognition
Interim CEO Luis Fernandez-Moreno has been instrumental in driving Ingevity’s transformation, positioning the Company for long-term success. David H. Li, the newly appointed CEO, brings a strong track record of delivering substantial shareholder returns, revenue growth, and strategic transactions, including his leadership in the $6.5 billion sale of CMC Materials to Entegris.
Additionally, the Company recently appointed Michael Shukov as Senior Vice President and President of Advanced Polymer Technologies, further strengthening its leadership team.
Vision One’s Proxy Fight and Board Response
Vision One initially nominated four directors, including its founder and CEO, Courtney Mather. After thorough evaluation, Ingevity’s Board determined that Vision One’s nominees lack the requisite industry experience and public company leadership credentials. Despite multiple outreach efforts, Vision One refused to engage constructively and insisted on placing its candidates on the Board.
Vision One has since reduced its slate to two nominees, neither of whom has public company board experience or expertise in the specialty chemicals industry. The Board remains committed to refreshment and good governance, as demonstrated by the appointment of three independent directors in the past three years and an average director tenure of less than six years.
Moving Forward
Ingevity is confident in its strategic direction and remains committed to delivering long-term stockholder value. The Company urges stockholders to vote FOR ONLY Ingevity’s nine highly qualified nominees using the WHITE proxy card.
For further information and voting assistance, stockholders can visit VoteIngevity.com or contact Ingevity’s proxy solicitor, Innisfree M&A Incorporated.
Contact Information:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor, New York, NY 10022
+1 (877) 687-1874 (toll-free from the U.S. or Canada)
+1 (412) 232-3651 (from other countries)
About Ingevity
Ingevity develops and manufactures solutions that purify, protect, and enhance the world around us. Operating in three segments—Performance Materials, Advanced Polymer Technologies, and Performance Chemicals—its products serve a variety of applications, including adhesives, bioplastics, coatings, elastomers, and automotive components. Headquartered in North Charleston, South Carolina, Ingevity employs approximately 1,600 people across 24 locations worldwide. The company’s stock is traded on the NYSE under the ticker NGVT. Learn more at ingevity.com.
