Ingevity (NGVT) Proxy Filing summary

Executive summary

• Completed a strategic transformation to focus on Performance Materials and Pavement Technologies, divesting Industrial Specialties and planning further portfolio optimization over the next two years.

• Returned $56 million to shareholders via share repurchases in 2025 and plan to allocate $1 billion in deployable cash over the next two years toward organic growth, debt reduction, and at least $300 million in additional share repurchases.

• Achieved a 29% reduction in safety and environmental incidents, marking the third consecutive year of improvement, and rolled out the Zero Harm Behaviors program globally.

• Recognized for corporate responsibility, including being named one of America's Most Responsible Companies by Newsweek for the third consecutive year.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, approve executive compensation (say-on-pay), ratify PricewaterhouseCoopers LLP as auditor for 2026, and approve an amendment to increase share authorization under the 2025 Omnibus Incentive Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board reduced to nine members, with four new directors added since 2023 to enhance diversity and expertise.

• 10 of 11 directors are independent; separate Chair and CEO roles; five fully independent committees.

• Board refreshment and succession planning emphasized, with mandatory retirement age and term limits for the Chair.

• Comprehensive annual board and committee evaluations, robust stockholder engagement, and strong Code of Conduct and ethics program.