DEF 14A of Ingevity Corp
Filed Mar 17, 2026 · FY20250001104659-26-029507
Additional information about this year’s Annual Meeting
| | | DIRECTOR SINCE | COMMITTEES | | | | | OTHER PUBLIC COMPANY BOARDS | | | | | A | T&C | N&G | S&S | E | | | | LUIS FERNANDEZ-MORENO, 63 IND Sole Member and Manager, Strat and Praxis LLC; Former Interim President and CEO, Ingevity Corporation; Former Senior Vice President and President, Chemicals Group at Ashland Inc. | 2016 | | | | | | 1 | | | DIANE H. GULYAS, 69 IND Former President, DuPont Performance Polymers, E.I. du Pont de Nemours | 2019 | | | | | | 1 | | | BRUCE D. HOECHNER (CHAIR), 66 IND Former CEO, Rogers Corporation | 2023 | | | | | | 1 | | | DAVID H. LI, 53 President and CEO, Ingevity Corporation | 2025 | | | | | | 1 | | | FREDERICK J. LYNCH, 61 IND Operating Partner, AEA Investors LP; Former President and CEO, Masonite International Corporation | 2016 | | | | | | | | | KAREN G. NARWOLD, 66 IND Former EVP, Chief Administrative Officer, General Counsel and Corporate Secretary, Albemarle Corporation | 2019 | | | | | | 2 | | | F. DAVID SEGAL, 56 IND Former VP, Investment Excellence, International Paper Company | 2025 | | | | | | | | | J. KEVIN WILLIS, 60 IND SVP and CFO, Valvoline Inc. | 2024 | | | | | | | | | BENJAMIN G. (SHON) WRIGHT, 51 IND Vice President and President, Distribution Business, Cummins Incorporated | 2022 | | | | | | |
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| LUIS FERNANDEZ- MORENO Independent Director AGE: 63 DIRECTOR SINCE: 2016 COMMITTEE MEMBERSHIP: ● Talent and Compensation ● Nominating and Governance (Chair) ● Executive EDUCATION: ● B.S., Chemical Engineering, Universidad Iberoamerica ● Wharton Management Certificate Program, University of Pennsylvania | KEY BOARD CONTRIBUTIONS Mr. Fernandez-Moreno served as interim President and CEO of Ingevity from October 2024 until April 2025, leveraging his extensive operational experience in the performance materials, chemicals and coatings industries to drive execution on the Company’s long-term strategy and optimize business performance. He has been a member of Ingevity’s Board since its spinoff from WestRock in 2016. During his prior role as President of Ashland’s $3.5 billion chemical division and his current service on the board of Select Water Solutions, a $1.4 billion provider of sustainable water and chemical solutions to the energy industry, Mr. Fernandez-Moreno has overseen successful growth initiatives and developed a deep understanding of business impact and responsible environmental practices, which he leverages in Board discussions regarding strategies to maximize Ingevity’s stockholder value creation. As former President of Water Technologies at Ashland, Mr. Fernandez-Moreno was instrumental in revitalizing the business. He introduced a focus on key growth opportunities that enhanced customer service and bolstered revenue growth, delivering a 55% increase in EBITDA year over year in 2013, ultimately resulting in a successful sale of the division for $1.8 billion in 2014. Having held numerous global leadership roles for large chemical producers in the U.S., Mexico, Brazil, France and the United Kingdom, he has worked to position complex global businesses for sustainable value creation, developing experience in M&A, joint ventures and divestitures. CURRENT PUBLIC COMPANY BOARDS: ● Select Water Solutions (NYSE: WTTR) (since 2022) OTHER NOTABLE BOARDS/AFFILIATIONS: ● HASA (since 2023) ● Huber Engineered Materials (since 2019) ● OQ Chemicals (2018 – 2023) ● Ascensus Specialties (2017 – 2021) | PROFESSIONAL HIGHLIGHTS Ingevity Corporation (NYSE:NGVT) ● Interim President and CEO (October 2024 – April 2025) Strat and Praxis – a consulting services company ● Founder (since 2018) Ashland (NYSE:ASH) – a global specialty materials company ● SVP and President, Chemical Group (2015 – 2017) ● President, Ashland Specialty Ingredients (2013 – 2017) ● President, Ashland Water Technologies (2012 – 2013) Arch Chemicals (previously publicly traded; NYSE:ARJ) – a manufacturer of water treatment products ● EVP, HTH Water Products & Wood Protection (2010 – 2011) The Dow Chemical Company (NYSE:DOW) – a leading materials science company ● VP, Coating Materials (2009 – 2010) Rohm and Haas (previously publicly traded; NYSE:ROH) – a U.S. specialty chemicals manufacturer (acquired by Dow Chemical in 2009) ● Group Vice President, Paint and Coatings (2005 – 2009) |
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| DIANE H. GULYAS Independent Director AGE: 69 DIRECTOR SINCE: 2019 COMMITTEE MEMBERSHIP: ● Talent & Compensation (Chair) ● Nominating & Governance ● Executive EDUCATION: ● B.S., Chemical Engineering, University of Notre Dame | KEY BOARD CONTRIBUTIONS Ms. Gulyas has extensive senior leadership experience in the chemicals industry, including at DuPont, where she held a variety of executive positions over her 36-year career with the company. During her tenure, she led three multibillion-dollar growth-oriented businesses, including a $4 billion business portfolio covering 35 global sites, and served as chair of a $1 billion joint venture with the Japanese company Teijin, which enables her to provide global markets and industry relevant expertise to the Board. Ms. Gulyas’ significant experience in international operations, particularly in Europe and Asia, spans risk oversight, sustainability, global manufacturing and sales. Her tenure at DuPont also included responsibility for a range of industries relevant to Ingevity’s business, including specialty chemicals. She has extensive experience in marketing and international sales and distribution, having served as the first Chief Marketing Officer at DuPont with responsibilities for branding, market research, digital marketing and worldwide capacity. This expertise allows her to provide valuable insights into market trends and go-to-market strategies that impact the Company’s growth and overall performance. Ms. Gulyas also has a track record of successfully overseeing transformative M&A, having served on the Board of W.R. Grace & Co. during the company’s $7 billion sale to Standard Industries. CURRENT PUBLIC COMPANY BOARDS: ● Expeditors International of Washington (NYSE: EXPD) (since 2015) OTHER NOTABLE BOARDS/AFFILIATIONS: ● W.R. Grace & Co. (2015 – 2021, until acquisition by Standard Industries) ● Mallinckrodt Pharmaceuticals (NYSE: MNK) (2013 – 2018) ● International Motors, LLC (formerly Navistar; previously publicly traded; NYSE: NAV) (2009 – 2012) ● Viasystems (previously publicly traded; NASDAQ: VIAS) (2003 – 2009) | PROFESSIONAL HIGHLIGHTS DuPont de Nemours (NYSE:DD) – a global innovation leader with technology-based materials and solutions ● President, Performance Polymers (2009 – 2014) ● Global Chief Marketing and Sales Officer (2004 – 2006) ● VP, Electronic and Communication Technologies Platform (2002 – 2004) ● VP and General Manager, Advanced Fiber (1997 – 2002) |
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| BRUCE D. HOECHNER Independent Director and Board Chair INDEPENDENT CHAIR SINCE: 2025 AGE: 66 DIRECTOR SINCE: 2023 COMMITTEE MEMBERSHIP: ● Nominating & Governance ● Talent & Compensation ● Executive (Chair) EDUCATION: ● B.S., Chemical Engineering, Pennsylvania State University ● Wharton Management Certificate Program, University of Pennsylvania | KEY BOARD CONTRIBUTIONS Mr. Hoechner is an accomplished senior executive with more than 40 years of experience delivering exceptional results at high-growth technology-driven global organizations. His strong financial acumen, as well as his expertise in business strategy development, international marketing and change management, enable him to contribute valuable perspectives to the Board’s strategy discussions and planning. As CEO of Rogers Corporation, he successfully transformed the company into a globally recognized market-driven, innovation-led growth company, driving significant value creation. Mr. Hoechner built world-class market positions in technologies that enable significant performance improvement in battery power distribution systems for electric vehicles and neighborhood electric vehicles. He led the execution of several accretive acquisitions, including DeWAL Industries, which bolstered the company’s innovative technology applications portfolio and Silicone Engineering, expanding the company’s global footprint. His manufacturing experience spans domestic and international regions, including China and Thailand. During his tenure at Rogers, the company expanded Asia operations, launching numerous manufacturing facilities and innovation centers to further identify break-through solutions instrumental in driving the company’s value creation strategy. CURRENT PUBLIC COMPANY BOARDS: ● Curtiss-Wright Corporation (NYSE: CW) (since 2017) OTHER NOTABLE BOARDS/AFFILIATIONS: ● Director, Rogers Corporation (NYSE: ROG) (2017 – 2023) ● Director, Greater Phoenix Economic Council (2017 – 2022) | PROFESSIONAL HIGHLIGHTS Rogers Corporation (NYSE:ROG) – a global leader in engineered materials ● President and CEO (2011 – 2022) The Dow Chemical Company (NYSE:DOW) – a materials science company ● President, Dow Advanced Materials Division, Asia (2009 – 2011) and Rohm and Haas (previously publicly traded; NYSE:ROH) – a U.S. specialty chemicals manufacturer (acquired by Dow Chemical in 2009) ● Corporate VP, General Manager, Paint and Coatings, Asia (2006 – 2009) ● Various other roles of increasing responsibility (1981 – 2006) |
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| DAVID H. LI President and CEO AGE: 53 DIRECTOR SINCE: 2025 EDUCATION: ● B.S., Chemical Engineering, Purdue University ● M.B.A, Northwestern University | KEY BOARD CONTRIBUTIONS David H. Li brings over 25 years of global leadership in advanced materials, combining strategic vision with operational excellence and cultural transformation. He assumed the role of President and CEO of Ingevity on April 7, 2025, and quickly led the company through the successful divestiture of its Industrial Specialties business and crude tall oil refinery, demonstrating his ability to execute complex corporate transitions. Prior to Ingevity, Mr. Li served as CEO, President and Board Member of CMC Materials (formerly Cabot Microelectronics) from January 2015 to January 2022. Under his leadership, CMC was repositioned around innovation and growth across semiconductor and energy markets and ultimately acquired by Entegris, representing a fourfold return to shareholders during his tenure. Before becoming CEO, Mr. Li spent nearly two decades at CMC Materials in progressively senior roles including Vice President, Asia Pacific Region (2006–2015). During this time, he drove regional growth, led cultural change initiatives and developed deep relationships across engineering, sourcing, investor relations and corporate development teams. Mr. Li is currently enhancing the strategic direction of several high-performance materials companies through board service at Hexcel Corporation, a global leader in advanced composites for aerospace, defense and industrial applications, and CoorsTek, a pioneer in technical ceramics and engineered materials for energy, semiconductor and medical markets. CURRENT PUBLIC COMPANY BOARDS: ● Hexcel Corporation (NYSE: HXL) (since 2025) OTHER NOTABLE BOARDS/AFFILIATIONS: ● Director, Maxeon Solar Technologies Ltd. (NASDAQ: MAXN) (2023 – 2025) | PROFESSIONAL HIGHLIGHTS CMC Materials (f/k/a Cabot Microelectronics) (previously traded; NASDAQ:CCMP), a global supplier of specialty materials focused on the semiconductor and energy industries ● President and CEO (2015 – 2022) ● Vice President, Asia Pacific Region (2006-2015) ● Various senior roles of increasing significance, including in engineering, sourcing, and corporate development (1997-2006) |
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| FREDERICK J. LYNCH Independent Director AGE: 61 DIRECTOR SINCE: 2016 COMMITTEE MEMBERSHIP: ● Audit ● Talent & Compensation EDUCATION: ● B.S., Chemical Engineering, Villanova University ● M.B.A., Fox School of Business, Temple University | KEY BOARD CONTRIBUTIONS Mr. Lynch contributes extensive global operating experience gained during his leadership career at companies ranging from midsize to Fortune 100 multinational manufacturing corporations. He brings substantial knowledge of the chemicals industry, manufacturing, supply chain management, sustainability and strategic planning. He is also an Audit Committee Financial Expert under SEC rules. During his time as CEO of Masonite International, Mr. Lynch led transformation initiatives including the innovation of the company’s digital approach and simplifying and accelerating the customer ordering experience. Under his leadership, Masonite International became a publicly traded company. During his tenure as CEO, he also oversaw the execution of numerous key portfolio optimization changes and strategic acquisitions, including the $82 million acquisition of National Hickman and $13 million acquisition of USA Wood Door. Mr. Lynch also oversaw several additional acquisitions in the UK, which transformed the company’s European business. As an operating partner at a private equity firm, Mr. Lynch focuses on value-driven initiatives to enhance operational performance and develop high-quality leadership teams. This experience enhances the Board’s oversight of the company’s strategy, human capital management, senior leadership development and execution. NOTABLE BOARDS/AFFILIATIONS: ● Nations Roof (since 2024) ● Verdesian Life Sciences (since 2023) ● TileBar (since 2023) ● Window Nation (2021-2022) ● Traeger Pellet Grills Holdings (NYSE: COOK) (2020 – 2021) ● Process Sensing Technologies (2020 – 2024) ● Masonite International Corporation (previously publicly traded; NYSE: DOOR) (2009 – 2019) | PROFESSIONAL HIGHLIGHTS AEA Investors, LP– a global private investment firm ● Operating Partner, Middle Market Private Equity Team (since 2020) Masonite International (previously publicly traded; NYSE: DOOR) – a leading global building products manufacturer ● President and CEO (2006 – 2019) Alpharma (previously publicly traded; NYSE:ALO) – a global pharmaceutical company ● President, Human Generics Division and SVP, Global Supply Chain (2003 – 2006) Honeywell International (NASDAQ:HON) – an aerospace technologies, industrial and building automation, and energy and sustainability solutions ● VP, Specialty Chemical Business (1999 – 2003) ● General Manager, Specialty Chemical Business (1997 – 1999) |
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| KAREN G. NARWOLD, NACD.DC Independent Director AGE: 66 DIRECTOR SINCE: 2019 COMMITTEE MEMBERSHIP: ● Sustainability & Safety (Chair) ● Audit ● Executive EDUCATION: ● B.A., Political Science, University of Connecticut ● J.D., University of Connecticut School of Law | KEY BOARD CONTRIBUTIONS Ms. Narwold brings over 30 years of executive leadership experience with chemicals and multinational industrial manufacturing companies to the Board, including her service as Chief Administrative Officer and General Counsel at several public companies. Her areas of expertise include law, corporate governance, ethics and compliance, sustainability, government and regulatory affairs, human capital management, risk oversight, strategic planning, change management, M&A and cybersecurity. Over her 13 years at Albemarle, Ms. Narwold guided the reengineering of the company’s legal department and compliance program, and restructured its external affairs organization to align with the operational needs of its global business units. Her leadership also supported the successful $6.2 billion acquisition of Rockwood Holdings, which elevated Albemarle to one of the leading lithium manufacturers in the world. Following the acquisition, Ms. Narwold guided the company through a digital transformation and overhaul of the global IT department to support the exponential growth. With her significant experience in executive legal and operational roles in the global industrial manufacturing industry, she has developed deep insights into low-impact manufacturing, clean energy and workplace safety, as well as expertise in sustainability with a focus on leveraging best-in-class benchmarking to drive corporate accountability and reporting. CURRENT PUBLIC COMPANY BOARDS: ● Standard Lithium Ltd. (TSXV: SLI) (NYSE American: SLI) (since 2025) ● Calumet, Inc. (NASDAQ: CLMT) (since 2025) OTHER NOTABLE BOARDS/AFFILIATIONS: ● Directorship Certification, National Association of Corporate Directors (since 2024) | PROFESSIONAL HIGHLIGHTS Albemarle Corporation (NYSE:ALB) – a specialty chemicals manufacturing company ● EVP, CAO (2022 – 2023) ● EVP, CAO, General Counsel, Corporate Secretary (2016-2022) ● SVP, General Counsel, Corporate and Government Affairs, Corporate Secretary (2013 – 2016) ● SVP, General Counsel and Corporate Secretary (2010 – 2013) Barzel Industries (previously publicly traded; NASDAQ:TONS) – a metal processing and distribution company manufacturing steel for industrial and construction use ● VP, Strategic Counsel, Chief Administrative Officer (2008 – 2010) Symmetry Holdings (previously traded; AMEX:SHJ) – a company focused on acquiring industrial, asset-based businesses ● VP, General Counsel (2007 – 2008) GrafTech International Ltd. (NYSE:EAF) – a manufacturer of graphite electrodes and petroleum coke ● VP, General Counsel, Human Resources and Corporate Secretary (1990 – 2006) |
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| F. DAVID SEGAL, NACD.DC Independent Director AGE: 56 DIRECTOR SINCE: 2025 COMMITTEE MEMBERSHIP: ● Audit ● Sustainability & Safety EDUCATION: ● B.A., University of Michigan ● M.B.A., New York University, Stern School of Business | KEY BOARD CONTRIBUTIONS Mr. Segal is a business leader with experience driving stockholder value through capital allocation, corporate strategy, investments and operational performance. Mr. Segal served as the vice president of investment excellence at International Paper Company (NYSE: IP) from February 2021 to January 2025. In this capacity, Mr. Segal led the Company’s initiatives in creating stockholder value in all aspects, including capital allocation, corporate strategy, investments, and operating performance. Prior to his tenure at International Paper Company, Mr. Segal was a portfolio manager for Franklin Mutual Advisers, where his global research and investment responsibilities included assessing strategic positioning, industry fundamentals and overall return potential, as well as the effectiveness of corporate actions, including mergers and acquisitions and other strategic transactions, for sectors such as industrials, automotive, paper and forest products and defense. From 1999-2002, Mr. Segal was a fixed income analyst in the Structured Finance Group of MetLife. Mr. Segal also qualifies as an Audit Committee financial expert under SEC rules. NOTABLE BOARDS/AFFILIATIONS: ● International Automotive Components Group, a leading global auto parts supplier (2006 – 2019) ● Directorship Certification, National Association of Corporate Directors (since 2025) ● Designated as a Chartered Financial Analyst (since 2000) | PROFESSIONAL HIGHLIGHTS International Paper Company (NYSE:IP) – a leading producer of fiber based products ● VP, Investment Excellence (2021 – 2025) Franklin Mutual Advisers – an investment advisory firm with approximately $43 billion in assets under management ● Portfolio Manager (2002 – 2020) |
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| J. KEVIN WILLIS Independent Director AGE: 60 DIRECTOR SINCE: 2024 COMMITTEE MEMBERSHIP: ● Audit (Chair) ● Sustainability & Safety ● Executive EDUCATION: ● B.S., Accounting, Eastern Kentucky University ● M.B.A., Kellogg Graduate School of Management at Northwestern University | KEY BOARD CONTRIBUTIONS Mr. Willis is a financial leader currently serving as the Chief Financial Officer of Valvoline Inc., where he oversees all aspects of the corporate finance organization, including financial reporting, tax, strategic planning and financial risk analysis. As a member of Valvoline’s executive management, Mr. Willis shares overall responsibility for setting Valvoline’s global strategy, managing capital and upholding operating principles. His current role follows a distinguished 37-year tenure at Ashland Global, a global additives and specialty ingredients company, where Mr. Willis served in increasing roles of responsibility within the finance organization, including serving as CFO for over twelve years. Mr. Willis’ expertise in accounting principles and reporting requirements qualifies him as an audit committee expert under SEC rules. Over the course of his career, Mr. Willis has had an integral role in shaping value-creating strategies through returns-driven capital allocation planning, operating efficiencies initiatives and business portfolio separations, including Ashland’s successful $3.9 billion separation from Valvoline. This experience allows him to contribute to the Board’s oversight of value creation and capital allocation strategies. Mr. Willis brings substantial M&A execution experience to the Board. As CFO of Ashland, he directly oversaw a number of large-scale transactions, including Ashland’s spinoff of its Valvoline stake, $1.8 billion sale of its water technologies business to Clayton, Dublier & Rice and $1.7 billion sale of its Performance Adhesives business to Arkema. Spending nearly three years in the Netherlands, he helped lead Ashland’s effort to standardize processes and implement accounting and other administrative shared services across European operations, improving regulatory compliance and risk mitigation and ensuring data consistency, leading to more effective decision making. NOTABLE BOARDS/AFFILIATIONS: ● AppHarvest (OTC: APPHQ) (2022 – 2023) | PROFESSIONAL HIGHLIGHTS Valvoline (NYSE: VVV) – a leader in preventive automotive maintenance ● VP and CFO (2025 – Present) Ashland (NYSE: ASH) – a global specialty materials company ● VP and CFO (2013 – 2025) ● VP, Finance and Controller for Ashland Specialty Ingredients (2011 – 2013) ● VP and Treasurer (2007 – 2011) ● General Auditor (2004 – 2007) |
Additional information about this year’s Annual Meeting
| BENJAMIN G. (SHON) WRIGHT Independent Director AGE: 51 DIRECTOR SINCE: 2022 COMMITTEE MEMBERSHIP: ● Audit ● Sustainability & Safety EDUCATION: ● B.S., Chemical Engineering, University of South Carolina ● M.B.A., Harvard Business School ● Cybersecurity Oversight Certification, Carnegie Mellon University’s Software Engineering Institute | KEY QUALIFICATIONS Mr. Wright is a seasoned international business leader with almost thirty years of proven success in strategy, operations, sales, and marketing. His dynamic career spans various sectors, including chemicals, automotive, and industrial manufacturing, where he has held prominent executive positions and delivered significant achievements. He excels in strategic planning, global operations, supply chain oversight, and risk management. With hands-on experience in production and logistics across South Africa, India, Western Europe, and China, Mr. Wright brings essential global insights to Ingevity’s Board as they oversee operations in more than 30 countries. At Cummins, Mr. Wright has consistently taken full profit and loss responsibility for major segments. He now serves as Vice President and President of the Distribution Business, leading a $12 billion business segment with over 15,000 employees in 190 countries. In this capacity, he drives sales and service excellence, prioritizes employee development, enhances safety standards, and boosts operational efficiency. Previously, as President of Components and Software, Mr. Wright managed a $2.5 billion division with 8,000 staff across 17 manufacturing sites. He oversaw notable expansions—including refurbishing U.K. facilities ($20 million), growing Charleston, SC ($25 million), and expanding Wuxi, China ($15 million)—which resulted in a 60% surge in sales in the global turbocharger sector. Mr. Wright also directed the integration of Cummins’ $325 million acquisition of Jacobs Vehicle Systems (JVS), opening avenues for growth and technical advancement. His dedication to high performance and sustained growth makes him an indispensable member of Ingevity’s board, steering informed decisions and supporting long-term success. NOTABLE BOARDS/AFFILIATIONS: ● Scania Cummins, a Cummins joint venture (2022-2025) ● Wuxi Vane Wheel Engineering Company, a Cummins joint venture based in China (2017-2025) ● Nuss Truck and Equipment (2013-2023) | PROFESSIONAL HIGHLIGHTS Cummins (NYSE:CMI) – a global power technology company ● VP and President, Distribution Business (since 2025) ● VP, Cummins and President, Cummins Components and Software (2024-2025) ● VP, Cummins and President, Cummins Engine Components (2022 – 2024) ● VP, Cummins and President, Cummins Turbo Technologies (2017 – 2022) ● Executive Director and General Manager, Americas (2014 – 2017) ● Director, Mobile Generators (2011 – 2014) ● Director, Global Parts (2009 – 2011) ● Plant Manager, South Africa (2006 – 2009) ● Director, Global Sourcing (2005 – 2006) ● Manager, Strategic Planning (2004 – 2005) British Petroleum (NYSE:BP) – a leading multinational oil and gas company ● Operations Services Manager (1997 – 2002) |
Director independence
| 2025 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE | | | | | | | Fees Paid in | Stock | All Other | Total | | | Cash(1) | Awards(2) | Compensation(3) | Compensation | | Name | ($) | ($) | ($) | ($) | | Jean S. Blackwell | 140,000 | 135,017 | — | 275,017 | | Diane H. Gulyas | 105,000 | 135,017 | — | 240,017 | | Bruce D. Hoechner | 176,250 | 135,017 | — | 311,267 | | Frederick J. Lynch | 90,000 | 135,017 | — | 225,017 | | Karen G. Narwold | 105,000 | 135,017 | — | 240,017 | | Daniel F. Sansone | 100,000 | 135,017 | — | 235,017 | | F. David Segal | 67,500 | 135,017 | — | 202,517 | | J. Kevin Willis | 105,000 | 135,017 | — | 240,017 | | Benjamin G. (Shon) Wright | 90,000 | 135,017 | — | 225,017 |
Fiscal Year 2025 Compensation Highlights
Fiscal Year 2025 Compensation Highlights The following summarizes the key compensation decisions for our NEOs for fiscal 2025: Base Salary: In February 2025, the T&C Committee approved base salary increases for Ms. Hall and Messrs. White, Fisher, Dyer, and Woodcock. These adjustments, which ranged from 3.0% to 7.0%, were consistent with the Company’s U.S. merit budget and designed to maintain alignment of their compensation opportunities with market levels for their respective roles. Mr. Fisher’s increase also reflected continued alignment over time of his salary with market practice following his 2024 promotion. *See Appendix A for definitions and reconciliations of these non-GAAP financial measures to the nearest GAAP measures + Inclusive of continued and discontinuing operations Short-Term Incentive Plan (“STIP”) Awards: Based on our 2025 STIP Adjusted EBITDA* and STIP Adjusted Revenue* results, as well as each NEO’s individual performance achievements, the T&C Committee approved STIP payouts to our NEOs who were active as of the end of the fiscal year ranging from 88% to 125.6% of target. Mr. Fernandez-Moreno, in his role as interim President & CEO, did not participate in the STIP. Mr. Woodcock received a pro-rated STIP payment for 2025 as described “Other Compensation and Benefits – Woodcock Agreement.”. 2025 Long-Term Incentive Plan (“LTIP”) Compensation: In 2025, our NEOs received annual long-term incentive awards delivered 50% in Performance Stock Units (“PSUs”) and 50% in Restricted Stock Units (“RSUs”). The PSUs are earned based on performance over a three-year period, measured 60% on relative Total Shareholder Return (“rTSR”) compared to the Russell 2000 Basic Materials Index and 40% on Cumulative Adjusted Constant Currency EBITDA* growth. PSU payouts are capped at target if Ingevity’s absolute TSR is negative over the performance period, and the realized value of PSUs (shares earned multiplied by the share price at vesting) is capped at five times the target award value to further align outcomes with stockholder experience. RSUs vest ratably over a three-year period on the first three anniversaries of the grant date, further reinforcing our commitment to long-term value creation. Payout of 2023 PSU Award: The PSUs granted in 2023 had adjusted three-year cumulative earnings per share (“Cumulative EPS”)* and average adjusted return on invested capital (“Average ROIC”)* as the performance metrics for the 2023-2025 performance period. Based on our performance relative to the pre-established targets, the applicable NEOs earned 24% of their target PSUs. For more information about our LTIP, please refer to “Long-Term Incentive Plan and 2025 Awards.” CEO Onboarding: Mr. Li was appointed President and Chief Executive Officer effective April 7, 2025. He brings more than 25 years of experience in the specialty materials industry with demonstrated success in repositioning businesses across product lines and geographies to deliver substantial growth, strong financial performance and significant stockholder returns. The Board determined that his proven ability to drive strategic execution and organizational excellence across global enterprises makes him the right leader to guide Ingevity’s next chapter. To this end, the T&C Committee approved a market-competitive CEO compensation package aligned with stockholder interests. His ongoing package includes a base salary of $1.1 million, a target annual incentive opportunity equal to 120% of base salary, and annual long-term equity incentives with a target value of 500% of base salary. Mr. Li’s annual long-term equity incentives were granted on his start date and were not pro-rated for the 2025 award. In addition, and in recognition of Mr. Li’s extensive expertise and successful track record, the T&C Committee approved a one-time, new-hire equity award with a grant date value of $5 million. This award consists of PSUs with a grant date value of $2 million, RSUs with a grant date value of $1 million, and stock options with a grant date value of $2 million. The PSUs will vest consistent with the 2025 LTIP design for the other NEOs and may range from 0% to 200% of target. While the RSUs granted to the other NEOs vest over three years, Mr. Li’s RSU and stock option awards have an extended four-year ratable vesting schedule to reinforce long-term alignment, subject to his continued service. Mr. Li also receives relocation and travel benefits customary for a newly hired CEO and participates in the same employee benefit plans available to other senior executives. In accordance with his offer letter, Ingevity entered into a severance and change of control agreement with Mr. Li, effective March 7, 2025, providing severance and change of control benefits consistent with those offered to other senior executives. The foregoing descriptions of Mr. Li’s offer letter and severance agreement are subject to, and qualified in their entirety by, the full text of these agreements, which were filed with Ingevity’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
Say-On-Pay Results
| WHAT WE DO | | Use performance metrics to align pay with Company financial performance | | | | Balance short-term and long-term incentives through focused use of performance metrics | | | | Emphasize stock ownership with long-term incentives being paid in Common Stock and meaningful Common Stock ownership guidelines | | | | Maintain a “clawback” policy for executive incentive compensation in the event of a restatement of financial results regardless of fault | | | | Use “double trigger” change of control (with respect to replacement awards) for severance and equity vesting provisions | | | | Engage an independent consultant to advise the T&C Committee | | | | Discourage excessive risk taking by offering a balanced compensation program that uses multiple incentive metrics that balance focus on achievement of long- and short-term goals | | | | Pay dividend equivalents only on stock unit awards that vest, if any | | WHAT WE DON'T DO | | No repricing, backdating or discounting of stock options | | | | No hedging, pledging or short sales of Common Stock by any director, executive officer or other employee | | | | No excise tax gross-ups for change of control payments | | | | No excessive perquisites | | | | No tax gross-ups on perquisites other than in connection with relocation benefits |
Role of the compensation consultant
Role of the compensation consultant The T&C Committee has retained the Compensation Consultant as its independent compensation consultant to advise the T&C Committee on the composition of the compensation peer group, specific compensation levels for the NEOs, and whether the compensation program is appropriately designed to discourage excessive risk-taking, among other compensation related services. The Compensation Consultant also compiles the Comparative Compensation Data. The T&C Committee has the sole discretion and is directly responsible for the appointment, termination, compensation, and oversight of the work of the Compensation Consultant. Although the T&C Committee retains the Compensation Consultant directly, in carrying out assignments, the Compensation Consultant also interacts with management when appropriate. Specifically, the Compensation Consultant interacts with the CHRO, other leaders in the Company’s human resources organization, and other members of management with respect to compensation and benefits data, best practices, peer group developments, and executive compensation trends. In addition, the Compensation Consultant may seek input and feedback from members of management regarding its consulting work product before presenting it to the T&C Committee to confirm alignment with Ingevity’s business strategy, determine what additional data may be needed, or identify other issues. The T&C Committee regularly meets with the Compensation Consultant in executive session independent of management. Further, the T&C Committee Chair speaks on occasion with the Compensation Consultant on executive compensation matters independently of management. The Compensation Consultant does not provide any services to Ingevity other than its consulting services to the T&C Committee related to executive and director compensation. The T&C Committee determined that, in fiscal 2025, the work performed for the T&C Committee by the Compensation Consultant did not raise any conflict of interest. In making its determination, the T&C Committee considered the independence of the Compensation Consultant considering SEC rules and regulations and NYSE listing standards.
Role of peer group analysis
Role of peer group analysis Consistent with Ingevity’s goal to provide compensation that remains competitive, the T&C Committee considers, among other things, the executive compensation practices of companies in a peer group selected based on recommendations from the Compensation Consultant. In selecting the peer group for 2025 executive compensation, the T&C Committee considered such factors as:
Role of peer group analysis
| i. | revenue size and profit margins; |
Role of peer group analysis
| ii. | industry and business characteristics; |
Role of peer group analysis
| iii. | location and geographic reach, including global operations and/or distribution; |
Role of peer group analysis
| iv. | competition for talent; and |
Role of peer group analysis
| v. | data availability. |
Role of peer group analysis
The T&C Committee generally targets compensation commensurate with the market median based on our Comparative Compensation Data. Compensation decisions also take into account other relevant factors, including an executive’s role and responsibilities, performance, the importance of the executive’s contributions towards meeting the Company’s goals and objectives, experience and tenure, internal pay equity, special hiring situations, retention concerns, and other relevant factors. The T&C Committee, with input from its independent Compensation Consultant, periodically reviews the Company’s compensation peer group to ensure its ongoing appropriateness and comparability. Following an extensive review of peer group composition in 2024, which included an analysis of the peer group companies’ businesses, revenues, and relative performance, the T&C Committee approved the peer group set forth below for the purpose of setting 2025 compensation.
Role of peer group analysis
| AdvanSix Inc. | Innospec Inc. | | Ashland Inc. | Koppers Holdings Inc. | | Avient Corp. | Mativ Holdings, Inc. | | Balchem Corp. | Minerals Technologies Inc. | | Cabot Corp. | Orion S.A. | | Ecovyst Inc. | Quaker Chemical Corp. | | Element Solutions Inc | Sensient Technologies Corp. | | H.B. Fuller Co. | Stepan Co. | | Hexcel Corp. | Tronox Holdings |
Role of peer group analysis
2025 Executive Compensation In Detail
Short-Term Incentive Plan and 2025 awards
Short-Term Incentive Plan and 2025 awards Ingevity’s STIP consists of an annual cash incentive that is designed to reward participants for achieving Ingevity’s annual financial performance targets and their individual performance goals. Target STIP award opportunities The incentive award range that each NEO may earn is determined near the beginning of the year and expressed as a percentage of such NEO’s base salary. For 2025, the T&C Committee established the following threshold, target, and maximum STIP incentive opportunities for the NEOs. As interim President & CEO, Mr. Fernandez-Moreno does not participate in the STIP:
Short-Term Incentive Plan and 2025 awards
| | Threshold | Target | Maximum | | NEO | (as a percentage of base salary)* | (as a percentage of base salary)* | (as a percentage of base salary)* | | Mr. Li | 30.0% | 120% | 240% | | Ms. Hall | 17.5% | 70% | 140% | | Mr. White | 15.0% | 60% | 120% | | Mr. Fisher | 15.0% | 60% | 120% | | Mr. Dyer | 15.0% | 60% | 120% | | Mr. Woodcock(1) | 16.25% | 65% | 130% |
Short-Term Incentive Plan and 2025 awards
| (1) Mr. Woodcock left the Company on July 1, 2025. See the “Severance and Change of Control Agreements” section of this CD&A for information on the severance payments received by Mr. Woodcock in connection with his departure from the Company. |
Short-Term Incentive Plan and 2025 awards
• Linear interpolation is used to determine award payouts for performance between the threshold, target, and maximum goals. Performance metrics An individual NEO’s STIP award is based on the achievement of financial and individual performance objectives as follows: Financial Metrics (80% of STIP Award): The primary financial metrics under the 2025 STIP were STIP-Adjusted EBITDA* and STIP-Adjusted Revenue*. STIP-Adjusted EBITDA* measures profitability and operational efficiency, while STIP-Adjusted Revenue* reflects the ability to generate sales. These metrics drive behaviors aligned with maximizing shareholder value by improving earnings and top-line performance. For corporate leadership, the financial portion of the STIP award is based on Company-wide STIP-Adjusted EBITDA* and Company-wide STIP-Adjusted Revenue*, focusing on the Company’s overall financial health and growth. For business segment leaders, the financial portion of the STIP award is based on a mix of Company-wide STIP-Adjusted EBITDA* and Company-wide STIP-Adjusted Revenue* and Business Unit (“BU”) STIP-Adjusted EBITDA* and BU STIP-Adjusted Revenue*, which provides a balanced focus on the Company’s overall success, as well as the success of their specific business unit. Individual Metrics (20% of STIP Award): For both corporate and business segment leadership, the STIP recognizes non-financial contributions that are crucial to a leader’s role, such as strategic initiatives, leadership effectiveness, and other personal objectives. This ensures that leadership is rewarded not only for financial outcomes but also for the critical, often intangible, contributions that drive long-term growth, innovation, and employee engagement. The following tables show financial and individual performance weights for each of the NEOs that are eligible for STIP(1):
Short-Term Incentive Plan and 2025 awards
| | Financial Performance (80%) | | | | | | Company-Wide | Company-Wide | | | | | STIP-Adjusted | STIP-Adjusted | Individual | | | Corporate Leadership | EBITDA* (75%) | Revenue* (25%) | Performance (20%) | Total | | Mr. Li | 60% | 20% | 20% | 100% | | Ms. Hall | 60% | 20% | 20% | 100% | | Mr. Fisher | 60% | 20% | 20% | 100% | | Mr. Dyer | 60% | 20% | 20% | 100% |
Short-Term Incentive Plan and 2025 awards
| | Financial Performance (80%) | | | | | | | | Company-Wide (20%) | | BU (60%) | | | | | | STIP-Adjusted | STIP-Adjusted | STIP-Adjusted | STIP-Adjusted | Individual | | | Business Segment Leadership | EBITDA* (75%) | Revenue* (25%) | EBITDA* (75%) | Revenue* (25%) | Performance (20%) | Total | | Mr. White(2) | 15% | 5% | 45% | 15% | 20% | 100% | | Mr. Woodcock(3) | 15% | 5% | 45% | 15% | 20% | 100% |
Short-Term Incentive Plan and 2025 awards
| (1) As interim President & CEO, Mr. Fernandez-Moreno does not participate in the STIP. |
Short-Term Incentive Plan and 2025 awards
| (2) Performance Chemicals Segment |
Short-Term Incentive Plan and 2025 awards
| (3) Performance Materials Segment |
Short-Term Incentive Plan and 2025 awards
• See Appendix A for definitions and reconciliations of these non-GAAP financial measures to the nearest GAAP measures. 2025 Financial performance targets and results Each year, the T&C Committee establishes performance targets in the first quarter based on several factors, including budget forecasts from senior management, a thorough assessment of macroeconomic conditions, and, under normal circumstances, an anticipated growth outlook. This process ensures that when the T&C Committee approves performance targets at the beginning of each year, they are both ambitious and realistic, striking a careful balance between challenge and achievability to drive meaningful results. The performance targets selected by the T&C Committee for 2025 reflect the combination of the Company’s three reportable segments. In 2025, Company-wide and segment revenue targets were set modestly below 2024 actual results, consistent with our focus on higher-margin, more sustainable growth. The targets incorporate the anticipated impact of portfolio actions, including the planned exit of lower-margin businesses, and external factors such as continued softness in certain industrial and automotive markets. The Compensation Committee emphasized the quality and profitability of revenue—margin expansion, free cash flow generation, and balance sheet improvement—over absolute top-line growth. Accordingly, while revenue goals are lower than the prior year’s results, they represent rigorous performance expectations in the context of Ingevity’s ongoing transformation. On January 1, 2026, we completed the Divestiture. Beginning with the third quarter of 2025, we began presenting the Divestiture, previously included within the Performance Chemicals segment, as discontinued operations. The amounts included within this table are presented on a Total Company basis, inclusive of both continuing and discontinued operations. The 2025 STIP targets and actual performance and payouts are set forth below.
Short-Term Incentive Plan and 2025 awards
| | | Company-Wide | | | Company-Wide | | | | | | STIP-Adjusted EBITDA* | | | STIP-Adjusted Revenue* | | | | | Payout Range | | | % of Target | | | % of Target | | | (% of target | | Actual | Achieved/ | | Actual | Achieved/ | | Performance Level | award) | Goals(1) | Performance | Payout | Goals(1) | Performance(1) | Payout | | Threshold** | 25% | $340.0 | $389.2 | 91.0% | $1,223.0 | $1,279.5 | 65.0% | | Target | 100% | $400.0 | | | $1,360.0 | | | | Maximum | 200% | $460.0 | | | $1,498.0 | | |
Short-Term Incentive Plan and 2025 awards
| | | Performance Chemicals | | | Performance Chemicals | | | | | | BU STIP-Adjusted EBITDA* | | | BU STIP-Adjusted Revenue* | | | | | Payout Range | | | % of Target | | | % of Target | | | (% of target | | Actual | Achieved/ | | Actual | Achieved/ | | Performance Level | award) | Goals(1) | Performance(1) | Payout | Goals(1) | Performance(1) | Payout | | Threshold** | 25% | $26.0 | $61.7 | 178.2% | $502.0 | $519.9 | 57.0% | | Target | 100% | $46.0 | | | $556.0 | | | | Maximum | 200% | $66.0 | | | $617.0 | | |
Short-Term Incentive Plan and 2025 awards
| | | Performance Materials | | | Performance Materials | | | | | | BU STIP-Adjusted EBITDA* | | | BU STIP-Adjusted Revenue* | | | | | Payout Range | | | % of Target | | | % of Target | | | (% of target | | Actual | Achieved/ | | Actual | Achieved/ | | Performance Level | award) | Goals(1) | Performance | Payout | Goals(1) | Performance | Payout | | Threshold** | 25% | $315.8 | $328.0 | 80.5% | $550.0 | $604.8 | 94.0% | | Target | 100% | $335.8 | | | $613.0 | | | | Maximum | 200% | $350.8 | | | $662.0 | | |
Short-Term Incentive Plan and 2025 awards
| * See Appendix A for definitions and reconciliations of these non-GAAP financial measures to the nearest GAAP measures. |
Short-Term Incentive Plan and 2025 awards
| ** No payout is earned on a metric if results are below threshold. |
Short-Term Incentive Plan and 2025 awards
| (1) Amounts expressed in millions |
Short-Term Incentive Plan and 2025 awards
Individual performance Performance goals are typically established near the beginning of the year and generally include both leadership objectives and strategic business objectives. Individual NEO performance is evaluated by the T&C Committee by comparing actual performance to the pre-established individual goals, as well as by considering individual accomplishments and other relevant performance criteria. Against the challenging and dynamic backdrop of 2025, and based on individual achievements against their goals, the T&C Committee approved STIP funding for the individual performance component of the STIP-eligible NEOs awards ranging from 88.0% to 125.6% of target. A description of each NEO’s individual performance achievements with respect to 2025 is set forth below under “2025 NEO STIP Payouts.” 2025 NEO STIP Payouts Based on the financial performance results described above, and the following individual performance achievements for each STIP-eligible NEO, STIP payouts for fiscal 2025 were as follows:
Short-Term Incentive Plan and 2025 awards
| David H. LI, President & Chief Executive Officer | | | | Age: 53 | Base salary: $1,100,000 Target STIP award: 120.0% of base salary Actual Award: 118.0% of base salary | Individual performance achievements: ● Stepped into the CEO role on April 7, 2025, leveraging prior CEO experience and returning from retirement because of strong belief in Ingevity’s mission and growth potential ● Led a period of strong market confidence, with Ingevity’s stock rising from a 52-week low of $28.49 to ~$69.44, more than a 140% increase over the prior year ● Set a focused agenda on executing current priorities, reducing debt, and pursuing targeted growth, while providing transparent business updates through Q1 and Q2 forums ● Co-led with CFO, Ms. Hall, Ingevity’s strategic repositioning and Investor Day, supporting enterprise strategy, investor communications, and long-term value narrative. ● Led the refresh of the executive team with announced changes at CFO, leadership of Performance Materials, and Performance Chemicals ● Co-led efforts to refine and strengthen Company culture (IngeviWay) through engagement surveys, enhanced communication, and leadership summits | | | | |
Short-Term Incentive Plan and 2025 awards
| Mary Dean HALL, Executive Vice President & Chief Financial Officer | | | | Age: 69 | Base salary: $529,380 Target STIP award: 70.0% of base salary Actual Award: 61.0% of base salary | Individual performance achievements: ● Led Ingevity’s strategic repositioning and investor strategic portfolio update readiness, supporting enterprise strategy, investor communications, and long-term value narrative ● Aligned financial and organizational priorities for 2025, including execution of the financial plan, continuous improvement initiatives, and strengthened financial governance ● Delivered Finance succession readiness through execution of planned leadership transitions | | | | |
Short-Term Incentive Plan and 2025 awards
| Richard A. WHITE, Senior Vice President, and President, Performance Chemicals | | | | Age: 63 | Base salary: $473,800 Target STIP award: 60.0% of base salary Actual Award: 75.0% of base salary | Individual performance achievements: ● Improved profitability over the prior year through repositioning and cost actions, resulting in material EBITDA improvement of over 400% in Performance Chemicals ● Advanced portfolio transformation through execution of the Industrial Specialties divestiture, progressing the sale ahead of the Company’s stated timetable ● Delivered record Q4 Pavement Technologies sales, achieving year-over-year growth for the segment after the weather impact of H1 | | | | |
Short-Term Incentive Plan and 2025 awards
| Ryan C. FISHER, Senior Vice President, General Counsel and Corporate Secretary | | | | Age: 50 | Base salary: $428,000 Target STIP award: 60.0% of base salary Actual Award: 61.0% of base salary | Individual performance achievements: ● Provided enterprise leadership across legal, compliance, and governance, including resolution of the activist matter, oversight of executive transitions, execution of strategic transactions, including the Industrial Specialties divestiture and Chasm Advanced Materials investment, and strengthening of ethics, compliance, and Board governance processes ● Advanced global government-affairs strategy through a segment-based advocacy model and expanded policy engagement aligned with automotive-carbon and pavement priorities ● Delivered core sustainability outcomes, including on-time reporting, a multi-year strategic roadmap, cost efficiencies, and progress toward 2026 regulatory requirements ● Directed enterprise communications supporting major initiatives, segment marketing alignment, and investor messaging | | | | |
Short-Term Incentive Plan and 2025 awards
| Terry DYER, Senior Vice President, Chief Human Resources Officer | | | | Age: 59 | Base salary: $420,000 Target STIP award: 60.0% of base salary Actual Award: 55.0% of base salary | Individual performance achievements: ● Advanced enterprise talent management through standardized assessment frameworks and strengthened succession planning ● Co-led with CEO, efforts to refine and strengthen Company culture (IngeviWay) through engagement surveys, enhanced communication, and leadership summits ● Reduced key-role risk by enhancing accountability and formalizing knowledge-transfer practices ● Aligned HR and leadership priorities to support long-term workforce capability and strategy | | | | |
Short-Term Incentive Plan and 2025 awards
| | | Financial Performance (achievement as a % of Target)(1) | | | | Individual | | | | | 2025 STIP | | | | | Performance | | | | | Award | Adjusted EBITDA | | Adjusted Revenue | | (achievement | 2025 Actual Award(3) | | | NEO | Target ($)(2) | Company-Wide | BU | Company-Wide | BU | as a % of Target)(1) | (% of Target) | ($) | | Mr. Li | 1,320,000 | 91.0 | N/A | 65.0 | N/A | 150.0 | 98.0 | 1,293,600 | | Ms. Hall | 369,436 | 91.0 | N/A | 65.0 | N/A | 100.0 | 88.0 | 325,103 | | Mr. White | 283,590 | 91.0 | 178.2 | 65.0 | 57.0 | 100.0 | 125.6 | 356,189 | | Mr. Fisher | 255,400 | 91.0 | N/A | 65.0 | N/A | 170.0 | 102.0 | 260,508 | | Mr. Dyer | 251,000 | 91.0 | N/A | 65.0 | N/A | 120.0 | 92.0 | 230,920 |
Short-Term Incentive Plan and 2025 awards
| (1) Financial and individual performance percentages (achievement as a % of target) report the percentages of target achieved for each metric (as shown in the tables and graphs above for each of the NEOs). See Appendix A for definitions and reconciliations of these non-GAAP financial measures to the nearest GAAP measures. |
Short-Term Incentive Plan and 2025 awards
| (2) Target represents the target STIP opportunity percentage for each NEO multiplied by the amount of salary paid to such NEO in 2025, except for Mr. Li whose target represents his target STIP opportunity percentage multiplied by his total base salary. |
Short-Term Incentive Plan and 2025 awards
| (3) To obtain “2025 Actual Award ($),” multiply “2025 STIP Award Target” by “2025 Actual Award (% of Target)”. Due to rounding, numbers may not add up precisely to the totals presented. |
Long-Term Incentive Plan and 2025 Awards
Long-Term Incentive Plan and 2025 Awards Ingevity’s LTIP is designed to recognize the performance of our executives who drive the development and execution of our long-term business strategies and goals. These awards are designed to further align executives’ interests with those of Ingevity’s stockholders, reward executives for stockholder value creation, maintain the competitiveness of our total compensation packages, foster executive stock ownership, and promote retention. LTIP awards are granted under the 2025 Omnibus Incentive Plan, as amended (the “Omnibus Plan”), which provides for, among other things, “double trigger” vesting of any LTIP awards that qualify as replacement awards in connection with a change of control, as described under the heading “Severance and Change of Control Agreements.” For 2025, the awards granted annually under the Company’s LTIP were delivered in two forms, as described below.
Long-Term Incentive Plan and 2025 Awards
| Type of Award | Vesting and Payment Terms | | PSUs (50%) | PSUs vest upon certification by the T&C Committee of the achievement of pre-determined performance targets measured over a three-year performance period, subject to the recipient’s continued employment and satisfaction of other applicable terms and conditions. PSU payouts are capped at target if Ingevity’s absolute TSR is negative over the performance period, and the realized value of PSUs (shares earned multiplied by the share price at vesting) is capped at five times the target award value to further align outcomes with stockholder experience. The performance metrics and targets are described below. The performance metrics and targets and the rTSR modifier are described below. | | RSUs (50%) | RSUs granted for the annual LTIP opportunity vest ratably in three annual increments beginning on the first anniversary of the grant date, provided the recipient meets the terms, including continued service. |
Long-Term Incentive Plan and 2025 Awards
The target values of individual NEO awards are expressed as a percentage of base compensation and are set early each year by the T&C Committee. The number of RSUs and PSUs awarded is based on the closing price of the Company’s Common Stock on the grant date. The table below shows the target annual LTIP award values granted for fiscal year 2025 for each of the NEOs.
Long-Term Incentive Plan and 2025 Awards
| NEO(1) | PSUs (at Target) | RSUs | Total Value* | | Mr. Li(2) | $2,750,000 | $2,750,000 | $5,500,000 | | Ms. Hall | $529,415 | $529,407 | $1,058,822 | | Mr. White | $355,376 | $355,353 | $710,729 | | Mr. Fisher | $224,712 | $224,717 | $449,429 | | Mr. Dyer | $220,524 | $220,523 | $441,047 | | Mr. Woodcock(3) | $369,813 | $369,794 | $739,607 |
Long-Term Incentive Plan and 2025 Awards
| (1) Mr. Fernandez-Moreno, in his role as interim President & CEO, was not eligible to participate in the 2025 LTIP. |
Long-Term Incentive Plan and 2025 Awards
| (2) In addition to his annual LTIP award granted in April 2025, the T&C Committee approved a one-time, new-hire equity award with a grant date value of $5 million. This award consists of PSUs with a grant date value of $2 million, RSUs with a grant date value of $1 million, and stock options with a grant date value of $2 million, which are not reflected in the table above. These PSUs will vest consistent with the same terms as the 2025 LTIP described above. The RSUs and stock options will vest ratably over four years, subject to Mr. Li’s continued service. For more information, please see the Summary Compensation Table. |
Long-Term Incentive Plan and 2025 Awards
| (3) Mr. Woodcock left the Company on July 1, 2025. See “Severance and Change of Control Agreements” in this CD&A for information on the severance payments received by Mr. Woodcock. |
Long-Term Incentive Plan and 2025 Awards
• Award amounts for RSUs were determined based on the closing price of our Common Stock on the date of grant, which was February 28, 2025 for all NEOs except Mr. Li, at a closing price of $47.66 and April 7, 2025 for Mr. Li at a closing price of $31.73. Award amounts for target PSUs were determined based on the closing price of our Common Stock on April 7, 2025, which was $31.73. For accounting purposes, the grant date fair value of PSUs is determined using a Monte Carlo valuation model, which reflects the impact of the rTSR performance metric and the absolute TSR cap on potential outcomes. The target PSU values shown above represent the intended award opportunity approved by the T&C Committee, which may differ from the grant-date fair value reported in the Summary Compensation Table. Performance-based restricted stock units In 2025, our NEOs received annual long-term incentive awards delivered 50% in PSUs and 50% in RSUs. The PSUs are earned based on performance over a three-year period, measured on relative Total Shareholder Return compared to the Russell 2000 Basic Materials Index and on Adjusted EBITDA* growth as follows: 60% - relative Total Shareholder Return (“rTSR”); and 40% - Cumulative Adjusted Constant Currency EBITDA* Growth. Relative TSR directly aligns executive pay with stockholder value creation, while Cumulative Adjusted Constant Currency EBITDA Growth underscores management’s accountability for delivering sustainable, profitable growth. Together, these metrics balance external market performance with internal operational execution, reinforcing the Company’s long-term strategy. Actual PSUs earned are subject to:
Long-Term Incentive Plan and 2025 Awards
| ● | The percentile ranking of our rTSR over the three-year performance period relative to that of the companies comprising the Russell 2000 Basic Materials Index (the “Index”). TSR is calculated on a per share basis and means the Company's total shareholder return performance (i.e., (Ending Stock Price - Beginning Stock Price) divided by Beginning Stock Price), relative to the total shareholder return performance of the companies comprising the Index. “Beginning Stock Price” means the average closing price of a share of Stock for the period of thirty (30) trading days ending the day before the first day of the performance period. “Ending Stock Price” means the average closing price of a share of Stock for the last thirty (30) trading days during the performance period, with all dividends deemed reinvested. PSU payouts are capped at target if Ingevity’s absolute TSR is negative over the performance period, and the realized value of PSUs (shares earned multiplied by the share price at vesting) is capped at five times the target award value to further align outcomes with stockholder experience. |
Long-Term Incentive Plan and 2025 Awards
| ● | Cumulative Adjusted Constant Currency EBITDA. Constant Currency shall mean adjusting the externally reported Adjusted EBITDA by removing any impact of foreign exchange during each year of the three-year period. This calculation will be consistent with current and prior period PSU definitions where currency impacts were removed from the final payout calculation. |
Long-Term Incentive Plan and 2025 Awards
PSU metric adjustments Under the Omnibus Plan, the T&C Committee may adjust results for PSU metrics from time to time to exclude the effect of certain non-recurring items of gain or loss or other significant out of the ordinary matters (such as mergers, acquisitions, and dispositions; entry into joint ventures; significant restructurings; or changes in accounting rules or tax codes) if they had not been factored in when performance targets were established. Any such adjustments are made to ensure that executives are neither unduly rewarded nor penalized for successfully implementing Board-approved strategic initiatives, or as a result of external events that were unforeseen or outside their control. Payout of 2023 PC Transformation Award Mr. White and other senior leaders of the Performance Chemicals (“PC”) segment received performance-based PC Transformation Awards (“PC Transformation Award”) granted in 2023. The PC Transformation Award as applicable to Mr. White had oleochemical /alternative fatty acid product volume (“AFA Product Volume”) and alternative fatty acid EBITDA Margin (“AFA EBITDA Margin”)* as the performance targets for the related May 1, 2023 through June 30, 2025 performance period. The performance targets for these grants were established in April 2023, reflecting the long-term goals in place at that time. The T&C Committee certified performance of the PC Transformation Award below the threshold level with respect to the AFA Product Volume, which was a prerequisite for the AFA EBITDA Margin target to apply. As a result, there was no payout of PSUs under such award for Mr. White. No other NEO was a recipient of a PC Transformation Award. Payout of 2023 PSU award The PSU awards granted in 2023 to the NEOs at the time (“2023 PSU Awards”) had adjusted three-year cumulative earnings per share (“Cumulative EPS”)* and average adjusted return on invested capital (“Average ROIC”)* as the performance targets for the related 2023-2025 performance period. The performance targets for these grants were established in April of 2023, reflecting the long-term goals in place at that time. *See Appendix A for definitions and reconciliations of these non-GAAP financial measures to the nearest GAAP measures. The T&C Committee approved payment to the NEOs of the 2023 PSU Awards, based upon the achievement of Cumulative EPS* and Average ROIC* performance goals as set forth in the table below. As a result, these PSUs were paid at 24% of the target amount. Actual performance, as certified by the T&C Committee is reflected below:
Long-Term Incentive Plan and 2025 Awards
| Metric | Threshold | Target | Maximum | Actual Performance | Payout | | Cumulative EPS* (70%) | $15.83 | $17.57 | $18.98 | $12.23 | —% | | Average ROIC* (30%) | 10.20% | 13.20% | 13.90% | 12.10% | 81.00% |
Long-Term Incentive Plan and 2025 Awards
| * See Appendix A for more details on the calculation of actual performance on the Cumulative EPS and Average ROIC. |
Long-Term Incentive Plan and 2025 Awards
The payment calculation for the 2023 PSU Awards that settled in February 2026 is shown below:
Long-Term Incentive Plan and 2025 Awards
| NEO* | Target PSUs | Percentage Payable | PSUs Payable** | | Ms. Hall | 7,413 | 24% | 1,780 | | Mr. White | 5,015 | 24% | 1,204 | | Mr. Fisher | 800 | 24% | 192 | | Mr. Woodcock*** | 5,179 | 24% | 1,243 |
Long-Term Incentive Plan and 2025 Awards
| * Messrs. Fernandez-Moreno, Li, and Dyer did not receive a 2023 PSU award. |
Long-Term Incentive Plan and 2025 Awards
| ** The Company does not issue fractional shares. Any fractional amount of PSUs are paid out to the next whole share. |
Long-Term Incentive Plan and 2025 Awards
| *** Mr. Woodcock left the Company as of July 1, 2025. Pursuant to the terms of the grant agreement for the 2023 PSUs, Mr. Woodcock’s target PSUs were pro-rated based on the number of completed full months from the date the 2023 PSU Awards were granted to his separation date divided by thirty-six months, resulting in 4,029 PSUs eligible for vesting. The 24% payout was then applied against this pro-rated value to determine his payout. |
Long-Term Incentive Plan and 2025 Awards
Other Compensation Policies and Practices
Policies and practices related to the timing of grants of certain equity awards and other equity grant practices
Policies and practices related to the timing of grants of certain equity awards and other equity grant practices Under our equity granting policy, the T&C Committee approves annual equity awards at its regularly scheduled meeting during the first quarter, typically held in February. Per the policy, the grant date applicable to such annual grants is the last business day in February. This is designed to ensure that the stock price pertaining to the grant will be tied to a date that is more than one business day after the filing of our Form 10-K for the previous fiscal year and the Form 8-K that discloses the earnings for the applicable fourth quarter and full year. The T&C Committee has discretion to grant equity awards outside of the normal annual grant cycle, however, the T&C Committee does not have a policy or practice of granting equity awards, including stock option awards, in anticipation of the release of material, non-public information (“MNPI”), nor do we time the release of MNPI based on equity grant dates. The equity granting policy also prohibits the back-dating of awards. Other Compensation and Benefits
Severance and change of control agreements
Severance and change of control agreements The Company has a Severance and Change of Control agreement with each of the NEOs, except for Mr. Fernandez-Moreno. The purpose of the agreements is to ensure that Ingevity:
Severance and change of control agreements
| (a) offers benefits that provide an overall compensation package that is competitive with that offered by other companies with which Ingevity competes for talent; |
Severance and change of control agreements
| (b) can retain and rely upon the undivided focus of its senior executives during and following a change of control; and |
Severance and change of control agreements
| (c) diminishes the inevitable distraction our NEOs will experience due to personal uncertainties and risks created by the potential job loss following a change of control. |
Severance and change of control agreements
The following is a summary of the benefits provided for upon termination under the Severance and Change of Control agreements.
Severance and change of control agreements
| Involuntary Termination by Company other than for Cause and Absent a Change of Control | Involuntary Termination of Employment other than for Cause, or Termination for Good Reason, in Each Case within two years of a Change of Control | Retirement, Death, Disability, or Termination for Cause or Without Good Reason following a Change of Control | | ● Base salary through date of termination; ● Prorated target STIP for the calendar year in which the termination occurs; ● Accrued unpaid vacation pay; ● Severance payment of the following: ● CEO: Two times sum of base salary and target STIP; ● All other NEOs: Sum of base salary and target STIP; ● Health benefits – cost of health coverage for: ● CEO: Two years; ● All other NEOs: One year; ● Outplacement services; and ● All other benefits in accordance with the terms of the applicable plans. | ● Base salary through date of termination; ● Prorated target STIP for the calendar year in which the termination occurs; ● Accrued unpaid vacation pay; ● Severance payment of the following: ● CEO: Three times sum of base salary and target STIP; ● All other NEOs: Two times sum of base salary and target STIP; ● Health benefits – cost of health coverage for: ● CEO: Three years; ● All other NEOs: Two years; ● Outplacement services; and ● All other benefits in accordance with the terms of the applicable plans, provided that, for any PSU award, the applicable performance goals will be deemed achieved at the greater of target or actual performance levels (if actual performance is determinable by the T&C Committee) with no proration. | No benefits other than outstanding base salary through the date of termination. |
Severance and change of control agreements
The agreements also include one-year post-termination restrictive covenants in the form of non-solicitation of customers and employees and non-competition provisions. All severance payable is further subject to the NEO signing an appropriate release of claims. None of the agreements include any tax gross-ups arising from any excise tax imposed by the Code on excess parachute payments. The benefits to be received are further described under “Potential Payments Upon Certain Termination Events or a Change of Control.” Woodcock agreement. As disclosed in the Form 8-K filed on July 1, 2025, following his departure from the Company, Mr. Woodcock became eligible for severance compensation and benefits under the terms of his Severance Agreement dated March 1, 2017. Consistent with that agreement, the T&C Committee approved severance benefits generally aligned with those provided to other NEOs in the case of an involuntary termination by the Company without cause, and also authorized the early vesting of his $500,000 Cash Retention Award (originally scheduled to cliff vest on April 1, 2026) together with lump-sum cash payments for certain welfare and fringe benefits. Payment of these amounts was contingent upon his execution and non-revocation of a release of claims against the Company and his continued compliance with confidentiality, non-competition, non-solicitation, and non-disparagement covenants. A copy of the Letter Agreement was filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. Equity awards – Omnibus Plan The treatment of Ingevity’s equity awards in the event of a change of control is governed by the award agreements and our Omnibus Plan. In particular, in the event of a change of control where the NEO receives a “replacement award,” there will be no accelerated vesting, exercisability, or payment of an outstanding award unless the NEO’s employment is terminated without Cause (as defined below), other than as a result of death or disability, or the NEO resigns for Good Reason (as defined below) within two years of the change of control event. In such cases, upon the second trigger, NEO holders of such awards will be entitled to accelerated vesting; awards will be exercisable and/or will be settled. If a NEO does not receive a replacement award or if an award is not otherwise assumed by the acquirer, then upon the occurrence of a change of control, all outstanding unvested awards will be fully vested (with the exception of PSUs, which will vest on a pro-rata basis as further described in the table below) and exercisable. A summary of the treatment upon certain termination scenarios appears below.
Severance and change of control agreements
| Type of Award | Upon Involuntary Termination by the Company (other than Change of Control, for Cause, or for Poor Performance) | Termination by Executive due to Retirement (Absent Cause or Poor Performance) | Death or Disability | Change of Control with Qualified Termination, Assuming Replacement Awards are Issued | Change of Control, Assuming No Replacement Awards are Issued | | Options | Vest on a pro rata basis beginning on or after the first anniversary of the Award Date. However, a retirement eligible person’s options would vest in full. | Immediately vest in full. | | | | | RSUs (3-year ratable vest and 3-year cliff vesting) | Vest on a pro rata basis beginning on or after the first anniversary of the Award Date. | | | Immediately vest in full. | | | PSUs | Vest on a pro rata basis beginning on or after the first anniversary of the Award Date, subject to actual performance as certified by the T&C Committee following the end of the performance period. | | | Immediately vest in full. | Vest on a pro rata basis, subject to actual performance through the date of the change of control, or based on target performance, if higher than actual performance. |
Severance and change of control agreements
Relevant definitions:
Severance and change of control agreements
| ● | Retirement is defined as a termination by the grantee, not for Cause or certain other circumstances, upon the date that the grantee reaches Retirement Age. Commencing with awards granted in 2021, “Retirement Age” means on or after age 55 (with at least 20 years of service) or age 65 (with at least 5 years of service) for the participants who received non-grandfathered language. However, certain participants received grandfathered language in their 2021 awards whereby Retirement Age is defined as age 65 (or 55 with at least 20 years of service), which is the same definition in effect for awards issued prior to 2021. Both Mr. Woodcock and Ms. Hall have reached Retirement Age. |
Severance and change of control agreements
| ● | Cause is defined as: (a) the willful or gross neglect by the executive to perform his or her employment duties with the Company (or its affiliates) in any material respect; (b) a plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by the executive; (c) a material breach by the executive of a fiduciary duty owed to the Company (or its affiliates); (d) a material breach by the executive of any nondisclosure, non-solicitation or non-competition obligation owed to the Company (or its affiliates); (e) a clearly established, willful and material violation by the executive of the Company’s Code of Conduct; or (f) a willful and material act by the executive that represents a gross breach of trust that is inconsistent with the executive’s position of authority with the Company and is materially and demonstrably injurious to the Company, including through potential loss of reputation. |
Severance and change of control agreements
| ● | Good Reason (but only after a change of control during the requisite period) means: (a) a material diminution in the executive’s annual base salary; (b) a material diminution in the executive’s authority, duties, or responsibilities; (c) a material change in the geographic location at which the executive must perform services for the Company; or (d) any other action or inaction that constitutes a material breach by the Company of the award agreement. |
Severance and change of control agreements
| ● | Poor Performance is defined as the continuing failure by the executive to perform the executive’s duties in any material respect, as determined in the sole discretion of the Company, provided, however, that the executive shall be given notice and an opportunity effectuate a cure as determined by the Company in its sole discretion. |
Severance and change of control agreements
| ● | Qualified Termination means a termination of employment by the Company without Cause, other than as a result of death or disability, or a termination of employment by the executive for Good Reason. |
Severance and change of control agreements
Benefits to be received are further described under “Potential Payments Upon Certain Termination Events or a Change of Control.”
Nonqualified Deferred Compensation Plan
Nonqualified Deferred Compensation Plan The Company maintains the Ingevity Corporation Deferred Compensation Plan (the “DCP”). The purpose of the DCP is to attract and retain key employees by enabling participants to defer voluntarily the receipt of certain amounts, including compensation not otherwise eligible for deferral under the RSP, to provide matching contributions on certain deferrals, to restore lost defined contribution benefits due to Code limits, and to provide retirement and other benefits to participants through an individual account program. The DCP allows participants to defer up to 80% of their base compensation and 80% of their STIP. The restoration component of the DCP provides for a Company match of up to 6% and an additional 3% automatic non-contributory Company contribution.
Relocation and other benefits
| ● | the balance of the Company’s overall program design, including the mix of cash and equity compensation; |
Relocation and other benefits
| ● | the balance of short-term and long-term objectives of our incentive compensation; |
Relocation and other benefits
| ● | the performance metrics, performance targets, threshold performance requirements, and capped payouts related to our incentive compensation; |
Relocation and other benefits
| ● | the T&C Committee’s ability to exercise discretion regarding the amount of the annual and long-term incentive awards; |
Descriptions between Compensation Actually Paid and Company and Peer Group Performance
Descriptions between Compensation Actually Paid and Company and Peer Group Performance The charts below provide an illustration of the relationship between Compensation Actually Paid, Ingevity TSR, Peer Group TSR, Ingevity GAAP Net Income, and Ingevity Diluted EPS for fiscal years 2021 through 2025.
Vote Required
| (3) For information on DSU vesting, voting rights, and payment, please see “Director Compensation,” above. |