Ingevity (NGVT) Proxy Filing summary

Executive summary

• 2024 was a transformational year, with new leadership, strategic priorities, and a focus on execution, leverage reduction, and portfolio optimization, resulting in adjusted EBITDA of $363 million and improved margins by 350 basis points to 25.8%.

• Record performance in the Performance Materials segment, strong cost savings, and a strategic review of the business portfolio, including plans to exit lower-margin Industrial Specialties and optimize the Performance Chemicals segment.

• Advanced Polymer Technologies showed resiliency with increased sales volumes despite flat demand, and long-term margin targets of 20% or better.

• Three new independent directors added since 2022, including a new CFO with significant industry experience, and a new CEO, David H. Li, appointed effective April 2025.

Voting matters and shareholder proposals

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

• Vision One Fund has nominated two alternative directors in opposition to the Board’s slate; the Board unanimously recommends voting for its nine nominees and not for Vision One’s candidates.

• Universal proxy card includes both Board and Vision One nominees; shareholders are urged to vote only for the Board’s nine nominees.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; three new independent directors added since 2022.

• Board diversity includes three women, two racially/ethnically diverse members, and three of five committees chaired by women.

• Board leadership is separated between an independent Chair and the CEO; new Chair to be elected after the 2025 Annual Meeting.

• Five fully independent committees: Audit, Talent & Compensation, Nominating & Governance, Sustainability & Safety, and Executive.

• Annual board and committee self-evaluations, director overboarding policy, retirement age of 72, and robust succession planning.

• Active shareholder engagement, with 252 engagements in 2024 and regular updates on strategy, capital allocation, and leadership transitions.