MESSAGE FROM OUR CEO
John C. Fortson | March 11, 2024
Dear Ingevity Stockholders:
It is our pleasure to invite you to attend the 2024 annual meeting of stockholders (the "Annual Meeting") of Ingevity Corporation ("Ingevity," the "Company" or "us"). The Annual Meeting will be held virtually via live audio webcast on April 23, 2024, at 9:30 a.m. Eastern Time.
You can participate in the Annual Meeting, submit questions and vote your shares of the Company's common stock (the "Common Stock") by visiting www.virtualshareholdermeeting.com/NGVT2024. Further details regarding participation, voting and the business to be conducted at the Annual Meeting appear in the following notice of the Annual Meeting and this proxy statement.
2023 was a busy year as Ingevity accelerated the implementation of several key strategic initiatives that broaden our capabilities and diversify our product portfolio to meet the needs of global customers across all our businesses. In an environment that remained dynamic and challenging, our team doubled down on our commitment to being an innovative, forward thinking, best-in-class specialty chemicals business, and I am incredibly proud of their performance. We are excited about where we're heading.
Our carbon and pavement businesses led the way in delivering record performance. Performance Materials delivered record revenue and segment EBITDA* and continued to see strong segment growth as global auto production recovered from diminished coronavirus pandemic era production levels over the course of the year. Advanced Polymer Technologies ("APT"), formerly known as our Engineered Polymers business, continued strong business development, expanding into growth markets such as apparel and agriculture. Our Performance Chemicals segment was a tale of two businesses in 2023 as we worked through the impacts of unprecedented crude tall oil price levels on our legacy Industrial Specialties business while Pavement Technologies, hereafter Road Technologies, continued its strong performance and had another record year.
We made significant investments in growth initiatives for our future. We fully integrated Ozark Materials into our newly formed Road Technologies business to broaden our impact in the pavement industry, opened a new APT Innovation Center in Warrington, United Kingdom to support technology development, and launched a repositioning plan for our Performance Chemicals segment to enable Ingevity to produce a more diverse portfolio of renewable raw material-based products and expand into oleochemical growth markets such as soy, palm and canola oils. Additionally, we advanced our strategic investment in Nexeon to identify more opportunities to support the electric battery industry using our carbon and our production and engineering capabilities.
Our world class team remains focused on continuous improvement to prioritize employee safety and strategic growth. In 2023 we launched a global Safety Pledge campaign, reaffirming each employee's commitment to our collective responsibility to prioritize the well-being and care of every individual at Ingevity. We added international marketing and business strategy development expertise to our board of directors (the "Board") by electing Bruce Hoechner to the Board, and also invested in talent to support our oleochemicals transition and battery technology initiatives.
We advanced our purpose to be a responsible company that purifies, protects, and enhances the world around us. Ingevity received a Silver rating from EcoVadis in 2023, placing us in the top quartile of all responding companies, and took steps to offset Scope 2 emissions related to our United States manufacturing locations by entering into a renewable product purchase agreement to advance the Company toward greenhouse gas reduction targets. In addition to growing our portfolio of renewably based products in 2023, we achieved key biodegradability and compostability certifications for our Capa® portfolio that further endorse the sustainable nature of our Company and our products.
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Message from our CEO
Thank you for your interest and investment in Ingevity. We hope you share our enthusiasm for Ingevity and the exciting opportunities ahead as we advance bold plans to better ourselves, our Company and our communities. We are excited about the future and confident in our ability to be a best-in-class specialty chemicals company that is a leader in sustainability and our markets.
A notice of internet availability of proxy materials or proxy card is being mailed, and the attached proxy statement is being made available, beginning on March 11, 2024, to each holder of record of Common Stock as of the record date, February 26, 2024. Please see "Questions and Answers about the Annual Meeting, Proxy Solicitation and Voting Information" for additional information about how to attend, vote, examine the list of stockholders and submit questions during the Annual Meeting.
Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in the proxy materials. Your vote will mean that you are represented at the Annual Meeting even if you do not attend virtually. Thank you for your ongoing support of Ingevity.
Best regards,
John C. Fortson
President and CEO
* Reconciliation of these non-GAAP financial measures can be found in Appendix A.
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NOTICE
of 2024 Annual Meeting of Stockholders of Ingevity Corporation
How to vote:
Online
Before the Annual Meeting, vote online at www.proxyvote.com
By phone
Call 1-800-690-6903
By mobile device
Scan the QR code on your proxy card or Notice
By mail
If you received a printed version of the proxy materials, you may vote by mail
During the virtual meeting
See "Questions and Answers about the Annual Meeting, Proxy Solicitation, and Voting Information" for details on how to virtually attend and vote during the meeting
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on April 23, 2024. The Proxy Statement and our Annual Report are available at www.proxyvote.com.
DATE | LIVE AUDIO WEBCAST | RECORD |
& TIME | LOCATION | DATE |
Tuesday, | www.virtualshareholder | February 26, 2024 |
April 23, 2024 | meeting.com/NGVT2024 | Holders of record of our |
9:30 a.m. | To be admitted, enter the | Common Stock at the close of |
Eastern Time | control number found | business on the Record Date |
on your proxy card or Notice | are entitled to receive notice | |
regarding the availability | of, virtually attend, and vote | |
of proxy materials | at the Annual Meeting |
To allow our stockholders greater access to the meeting and lower the barriers to stockholder participation, our Annual Meeting will be held in a virtual format only with no physical meeting location.
Items of business
At the Annual Meeting, stockholders will be asked to act on the following items:
- Elect the nine (9) director nominees named in the proxy statement;
- Approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers;
- Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024;
- Approve the amendment to the Company's Certificate of Incorporation to provide for the exculpation of certain officers from liability in limited circumstances; and
- Consider any other business properly brought before the meeting.
Additional information
Whether or not you plan to attend the Annual Meeting virtually, we urge you to review the proxy materials carefully and to vote in advance.
By Order of the Board of Directors,
Stacy L. Cozad
Secretary
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Table of Contents
Message from our CEO
Notice of 2024 Annual Meeting of Stockholders of Ingevity Corporation
Proxy Statement Summary
2023 Business Highlights
Sustainability Highlights
Snapshot of Director Nominees
Board Demographics
Corporate Governance Highlights
Executive Compensation Governance Practices
Proposal 1: Election of Directors
Director Nominees
Summary of the Director Nominees' Skills and
Experience
Board and Corporate Governance Matters
Role of the Board of Directors Corporate Governance Guidelines Board Leadership Structure Committees of our Board of Directors Director Nominees and Selection
Evaluating Board performance and effectiveness Board meetings and executive sessions Board's role in risk oversight
Board oversight of ESG matters
Management development and succession planning Board oversight of DEIB and human capital matters Director education program
Retirement age, term limits and significant change in job responsibilities
Overboarding policy
Stockholder outreach and engagement How to contact the Board
Code of Conduct
Governance materials on our website Related party transactions
Director Compensation
Ingevity's Director compensation approval process 2023 Non-employee Director compensation Cash retainers
Restricted Stock Unit awards Other compensation
Stock ownership guidelines; prohibition on hedging 2023 Director compensation table
1 Proposal 2: Non-Binding Advisory Vote to Approve The Compensation of Ingevity's
4 | Named Executive Officers (Say-on-Pay) | 38 |
8 | Compensation Discussion and Analysis | 39 |
Executive Summary | 40 | |
9 | How We Set Compensation | 43 |
10 | NEO compensation elements | 45 |
12 | Payout of 2021 PSU award | 51 |
12 | CEO Pay | 52 |
13 | NEO performance and compensation decisions | 53 |
14 | Other compensation and benefits | 55 |
15 | Other compensation policies and practices | 59 |
Risk analysis | 60 | |
16 | Tax and accounting considerations | 60 |
22 | Talent and Compensation Committee Report | 61 |
23 | Compensation Tables and Other Matters | 62 |
23 | Summary Compensation Table | 62 |
23 | Grants of Plan-Based Awards in 2023 | 64 |
24 | Outstanding Equity Awards at 2023 Fiscal Year End | 65 |
24 | Option Exercises and Stock Vested During Fiscal 2023 | 67 |
26 | Pension Benefits Table - 2023 | 68 |
28 | Non-Qualified Deferred Compensation at 2023 Fiscal | |
28 | Year End | 68 |
29 | Potential Payments Upon Certain Termination Events | |
31 | or a Change of Control | 69 |
31 | CEO Pay Ratio-2023 | 72 |
31 | Pay Versus Performance | 72 |
31 | Proposal 3: Ratification of the Appointment of | |
32 | Independent Registered Public Accounting Firm | 77 |
32 | Audit Committee Matters | 78 |
32 | ||
33 | Audit and other fees | 78 |
33 | Pre-approval policy and procedures | 78 |
33 | Audit Committee Report | 79 |
34 |
35 Proposal 4: Approval of Amendment to the
35 Company's Certificate of Incorporation to
35 Provide for the Exculpation of Certain Officers
35 | from Liability in Limited Circumstances | 80 |
36 | Ownership of Equity Securities | 82 |
36 | ||
36 | Principal stock owners | 82 |
37 | Executive Officers and Directors | 83 |
Delinquent Section 16(a) reports | 83 |
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Table of Contents
Questions and Answers About the Annual
Meeting, Proxy Solicitation, and Voting
Information
Questions and Answers Regarding Stockholder
Communications, Stockholder Proposals, and
Company Documents
Forward-Looking Statements
Appendix A: Non-GAAP Financial Measures and Reconciliation Tables
Non-GAAP financial measures used in this proxy statement
Metrics used in "2023 Business Highlights" and "NEO Performance and Compensation Decisions" Metrics used in "Short-Term Incentive Plan and 2023 Awards"
Metrics used in "Long-Term Incentive Plan and 2023 Awards" and "Payout of 2021 PSU Award" Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP) to Company STIP-Adjusted EBITDA (Non-GAAP)
Reconciliation of Net Cash Provided by Operating | ||
Activities (GAAP) to Free Cash Flow (Non-GAAP) | 96 | |
84 | Reconciliation of Segment EBITDA (GAAP) to BU | |
STIP-Adjusted EBITDA (Non-GAAP) | 97 | |
Reconciliation of Revenue (GAAP) to Company | ||
STIP-Adjusted Revenue (Non-GAAP) | 97 | |
89 | Reconciliation of Segment Revenue (GAAP) to BU | |
STIP-Adjusted Revenue (Non-GAAP) | 97 | |
91 | Reconciliation of Diluted EPS (GAAP) to Cumulative | |
EPS (Non-GAAP) | 98 | |
Reconciliation of Net Income (Loss) (GAAP) to NOPAT | ||
92 | (Non-GAAP) | 99 |
Calculation of Average Invested Capital (Non-GAAP) | 99 | |
92 | Calculation of Average ROIC (Non-GAAP) | 100 |
92 | Appendix B: Third Amended and Restated | |
Certificate of Incorporation | 101 | |
93 | ||
94 | ||
96 |
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Proxy Statement Summary
This summary highlights information about Ingevity Corporation and certain information contained elsewhere in this proxy statement (the "Proxy Statement") for our 2024 Annual Meeting of Stockholders (the "Annual Meeting"). This summary does not contain all of the information that you should consider in deciding to vote. Please read the entire Proxy Statement carefully before voting.
Agenda Items and Board Recommendations
Board Vote | ||
Proposal | Recommendation | Page |
Proposal 1: Election of Directors | FOR | 15 |
each nominee | ||
Proposal 2: Advisory vote on compensation of our Named Executive Officers (Say-on-Pay) | FOR | 38 |
Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's | ||
independent registered public accounting firm for 2024 | FOR | 77 |
Proposal 4: Amendment to the Company's Certificate of Incorporation to provide for the exculpation of | ||
certain officers from liability in limited circumstances | FOR | 80 |
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Disclaimer
Ingevity Corporation published this content on 11 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2024 18:55:06 UTC.