Form 4: Ingevity Director Increases Equity Stake Through Deferred Compensation Plan

Ingevity Corp Director Francis David Segal acquired 507 shares of common stock on July 1, 2025, through the vesting of deferred stock units received in lieu of director fees.

Summary

• Francis David Segal, a Director of Ingevity Corp (NGVT), acquired 507 shares of the company's Common Stock on July 1, 2025.
• The acquisition price for these shares was $44.4 per share.
• Following this transaction, Francis David Segal beneficially owns a total of 5,241 shares of Ingevity Corp Common Stock.
• The acquired shares represent vested deferred stock units (DSUs) that were granted as part of the reporting person's election to receive DSUs instead of quarterly director fees.
• These DSUs are scheduled to settle into an equal number of shares of Common Stock upon the reporting person's termination of board service, in accordance with the Company's Non-Employee Director Deferred Compensation Plan and 2025 Omnibus Incentive Plan.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as a director is increasing their equity stake in the company, aligning their interests with shareholders, albeit through a pre-existing compensation plan rather than an open market purchase.

Positives

• Director Francis David Segal increased his beneficial ownership in Ingevity Corp by acquiring 507 shares, bringing his total to 5,241 shares, which aligns his interests with shareholders.
• The acquisition of shares through deferred stock units demonstrates a director's election to receive equity compensation, reinforcing commitment to the company's long-term performance.

Negatives

• NA

Risks

• NA

Future Outlook

The acquired deferred stock units are set to settle into an equal number of shares of the Company's Common Stock upon the reporting person's termination of board service, in accordance with the Company's Non-Employee Director Deferred Compensation Plan and 2025 Omnibus Incentive Plan.

Management Comments

• The acquisition represents vested deferred stock units (DSUs) granted pursuant to the reporting person's election to receive DSUs in lieu of quarterly director fees.
• These DSUs will settle into an equal number of shares of the Company's Common Stock upon the reporting person's termination of board service pursuant to the Company's Non-Employee Director Deferred Compensation Plan and 2025 Omnibus Incentive Plan.

Industry Context

The practice of granting deferred stock units to non-employee directors in lieu of cash fees is a common corporate governance strategy across various industries. This approach aims to align the interests of directors with long-term shareholder value by increasing their equity stake in the company, fostering a shared commitment to the company's success.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• The acquisition of shares by Director Francis David Segal through deferred stock units represents a transaction between the company and a related party (a director), conducted under the terms of the Company's Non-Employee Director Deferred Compensation Plan and 2025 Omnibus Incentive Plan.

Stakeholder Impact

• Shareholders: Increased alignment of director interests with shareholder value due to the director's increased equity stake.

Next Steps

• Settlement of the acquired deferred stock units into common stock upon Francis David Segal's termination of board service.

Key Dates

Keywords

Ingevity Corp, NGVT, SEC Form 4, Insider Trading, Director Stock Acquisition, Deferred Stock Units, Equity Compensation, Corporate Governance