Ingevity (NGVT) Proxy Filing summary

Executive summary

• 2024 was a transformational year, with new leadership, strategic priorities, and cost-saving initiatives resulting in adjusted EBITDA of $363 million and improved margins by 350 basis points to 25.8%.

• Performance Materials achieved record sales and EBITDA, while Performance Chemicals underwent repositioning to focus on higher-margin markets and reduce costs.

• The company is reviewing its portfolio, including exploring strategic alternatives for the Industrial Specialties product line and North Charleston refinery, with updates expected by year-end 2025.

• Three new independent directors have joined the Board since 2022, enhancing expertise in finance, capital allocation, and industry transformation.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, advisory approval of executive compensation (Say-on-Pay), ratification of PwC as auditor, and approval of the 2025 Omnibus Incentive Plan.

• Vision One Fund has nominated four alternative directors, but the Board unanimously recommends voting for its nine nominees and not supporting Vision One’s candidates.

• The Board urges use of the WHITE proxy card to vote only for its recommended nominees and proposals.

Board of directors and corporate governance

• The Board consists of nine members, eight of whom are independent, with a focus on diversity, refreshment, and relevant industry experience.

• Board leadership is separated between an independent Chair and the CEO; a new Chair will be elected in April 2025.

• Five fully independent committees oversee audit, compensation, governance, sustainability, and executive matters.

• Annual self-evaluations, director education, and a robust succession planning process are in place.