NYSE
22 days, 15 hours ago 
NGVT
Ingevity CORP
10-Q: Ingevity Reports Q1 2025 Results, Adjusts Full-Year Outlook Amid Market Shifts
Ingevity Corporation's Q1 2025 results show a mixed performance with decreased net sales offset by improved profitability in certain segments, leading to an adjusted full-year outlook reflecting industry forecasts.
Worse than expected
 
NYSE
23 days, 13 hours ago 
NGVT
Ingevity CORP
Form 4: Ingevity Corp Director Blackwell Reports Stock Grant and Trust Holdings
Director Jean Blackwell reports the grant of restricted stock units and details holdings including those held in a revocable trust.
NYSE
23 days, 13 hours ago 
NGVT
Ingevity CORP
Form 4: Ingevity Corp Director Fernandez-Moreno Reports Acquisition of Restricted Stock Units
Director Luis Fernandez-Moreno reports acquisition of 4,057 restricted stock units in Ingevity Corp, vesting on May 1, 2026, along with an updated power of attorney.
NYSE
23 days, 13 hours ago 
NGVT
Ingevity CORP
Form 4: Ingevity Corp Director Frederick J. Lynch Reports Acquisition of 4,057 Shares of Common Stock
Director Frederick J. Lynch reported acquiring 4,057 shares of Ingevity Corp common stock through a grant of restricted stock units.
NYSE
23 days, 13 hours ago 
NGVT
Ingevity CORP
Form 4: Ingevity Corp Director Daniel F. Sansone Reports Stock Grant and Trust Transactions
Director Daniel F. Sansone reported the acquisition of 4,057 shares of common stock via a restricted stock unit grant and the disposal of 6,827 shares held indirectly through a family trust.
NYSE
23 days, 14 hours ago 
NGVT
Ingevity CORP
Form 4: Ingevity Corp Director Diane H. Gulyas Reports Stock Grant and Trust Transactions
Director Diane H. Gulyas reports the acquisition of restricted stock units and a disposition of shares held in trust.
NYSE
23 days, 14 hours ago 
NGVT
Ingevity CORP
Form 4: Ingevity Corp Director Karen G. Narwold Reports Acquisition of Deferred Stock Units
Director Karen G. Narwold reports the acquisition of 4,057 deferred stock units (DSUs) in Ingevity Corp, vesting on May 1, 2026, and also grants a limited power of attorney for SEC reporting purposes.
NYSE
23 days, 14 hours ago 
NGVT
Ingevity CORP
Form 4: Ingevity Corp Director Benjamin G. Wright Reports Acquisition and Disposal of Common Stock
Director Benjamin G. Wright reports acquisition of 4,057 deferred stock units and disposal of 10,044 common stock shares.
NYSE
23 days, 14 hours ago 
NGVT
Ingevity CORP
Form 4: Ingevity Corp Director Hoechner Receives Deferred Stock Units
Director Bruce D. Hoechner received 4,057 deferred stock units from Ingevity Corp on May 1, 2025, according to a Form 4 filing.
NYSE
23 days, 14 hours ago 
NGVT
Ingevity CORP
Form 4: Ingevity Corp Director J. Kevin Willis Reports Stock Transactions
Director J. Kevin Willis reports acquisition of deferred stock units and vested DSUs, along with a power of attorney update.
NYSE
23 days, 14 hours ago 
NGVT
Ingevity CORP
Form 4: Ingevity Corp Director Francis David Segal Reports Changes in Beneficial Ownership
Director Francis David Segal reports acquisition of deferred stock units and vested deferred stock units in Ingevity Corp.
NYSE
23 days, 16 hours ago 
NGVT
Ingevity CORP
8-K: Ingevity Reports First Quarter 2025 Financial Results: Adjusted EBITDA Surges 23%
Ingevity's Q1 2025 results show a 17% decrease in net sales but a 23% increase in adjusted EBITDA, driven by strategic repositioning in Performance Chemicals.
Worse than expected
 
NYSE
27 days, 15 hours ago 
NGVT
Ingevity CORP
8-K: Ingevity Corp. Expands Board, Elects New Chair, and Approves 2025 Omnibus Incentive Plan
Ingevity Corporation announces the expansion of its Board of Directors, the election of David H. Li and F. David Segal as new members, the election of Bruce D. Hoechner as Chair, and the approval of the 2025 Omnibus Incentive Plan.
NYSE
41 days, 15 hours ago 
NGVT
Ingevity CORP
4/A: Ingevity Corp CEO Corrects Stock Option Grant in Amended SEC Filing
David H. Li, President & CEO of Ingevity Corp, files an amendment to a previous Form 4 to correct the number of employee stock options granted.
NYSE
49 days, 14 hours ago 
NGVT
Ingevity CORP
Form 4: Ingevity Corp President & CEO David H. Li Reports Acquisition of Shares and Stock Options
David H. Li, President & CEO of Ingevity Corp, reports the acquisition of common stock and stock options.
NYSE
56 days, 15 hours ago 
NGVT
Ingevity CORP
Form 4: Ingevity Corp Director J. Kevin Willis Acquires Shares Through Deferred Stock Units
Director J. Kevin Willis acquired 580 shares of Ingevity Corp common stock through vested deferred stock units (DSUs) at a price of $38.85 per share.
NYSE
58 days, 21 hours ago 
NGVT
Ingevity CORP
DEFA14A: Ingevity Corp. Reaches Cooperation Agreement with Vision One Fund, Appoints New Director
Ingevity Corporation entered into a cooperation agreement with Vision One Fund, LP, resulting in the appointment of F. David Segal to the Board of Directors and other mutual commitments.
NYSE
59 days, 1 hours ago 
NGVT
Ingevity CORP
8-K: Ingevity Corp. Reaches Cooperation Agreement with Vision One Fund, Appoints New Director
Ingevity Corporation and Vision One Fund, LP enter into a cooperation agreement, resulting in the appointment of F. David Segal to Ingevity's Board of Directors and other governance arrangements.
NYSE
63 days, 14 hours ago 
NGVT
Ingevity CORP
Form 4: Ingevity Corp Executive Ryan C. Fisher Reports Stock Transaction
Ryan C. Fisher, SVP, Gen. Counsel & Secretary of Ingevity Corp, reports disposition of shares to cover tax obligations related to vested RSUs.
NYSE
63 days, 17 hours ago 
NGVT
Ingevity CORP
DEFC14A: Vision One Launches Proxy Fight to Overhaul Ingevity Board, Citing Underperformance and Strategic Missteps
Vision One Fund is soliciting proxies to elect its nominees to Ingevity's board, aiming to drive change, restore governance, and enhance capital allocation strategies.
Worse than expected
 
NGVT 
Ingevity CORP 
NYSE

DEFC14A: Vision One Launches Proxy Fight to Overhaul Ingevity Board, Citing Underperformance and Strategic Missteps

Sentiment:
 Proxy Statement
 26 March 2025 3:07 PM

Vision One Fund is soliciting proxies to elect its nominees to Ingevity's board, aiming to drive change, restore governance, and enhance capital allocation strategies.

Worse than expected
  Ingevity's Total Shareholder Return (TSR) has been worst-in-class compared to its peers.  Key financial metrics like Net Debt, Financial Leverage, Free Cash Flow, and Return on Invested Capital (ROIC) have worsened over time.  Vision One believes Ingevity has struggled to effectively implement its corporate strategy. 

Summary
  • Vision One Fund, LP is soliciting proxies for the 2025 Annual Meeting of Stockholders of Ingevity Corporation to elect Julio C. Acero and F. David Segal to the Board of Directors.
  • Vision One believes board enhancement is necessary to drive change, restore good governance practices, and implement value-enhancing capital allocation strategies.
  • They are also soliciting votes on executive compensation (against), ratification of PricewaterhouseCoopers LLP as the independent accounting firm (for), and the Ingevity Corporation 2025 Omnibus Incentive Plan (abstain).
  • Vision One owns approximately 1.15% of Ingevity's outstanding shares as of the record date, March 3, 2025.
  • Vision One is urging stockholders to vote for their nominees and withhold votes for Jean S. Blackwell and Daniel F. Sansone, while voting for the remaining company nominees.
  • Vision One believes Ingevity is underperforming its peers, citing poor Total Shareholder Return (TSR) over various periods.
  • Vision One criticizes Ingevity's corporate strategy, capital allocation, and executive compensation decisions.
  • Vision One suggests selling the entire Performance Chemicals segment instead of just the Industrial Specialties product line.
  • Vision One believes the current board is entrenched and lacks accountability, advocating for new directors with financial expertise and corporate governance safeguards.
Sentiment

Score: 3

Explanation: The document is critical of Ingevity's performance and governance, indicating a negative sentiment. While Vision One expresses a willingness to collaborate, the overall tone is adversarial due to the proxy fight.

Positives
  • Vision One's nominees are expected to bring new, objective, and fully independent perspectives to the Board.
  • Vision One's involvement has potentially pushed Ingevity to explore strategic alternatives for its Performance Chemicals Industrial Specialties product line.
  • Vision One's nominees are committed to working collaboratively with the Company to address its challenges and drive change.
Negatives
  • Ingevity's Total Shareholder Return (TSR) has been worst-in-class over various periods.
  • The appointment of Luis Fernandez-Moreno as Interim President and CEO with a $3,000,000 annual base salary is considered excessive by Vision One.
  • Vision One believes the current board is entrenched and lacks accountability.
  • Vision One believes the sale of just the Industrial Specialties operations will significantly reduce the value of the remaining chemical assets.
  • Vision One believes the Company's co-location plan introduces substantial new risk that a buyer of the Industrial Specialties product line could access and impact the proprietary operations of the Company's Road Technologies business.
Risks
  • There is no guarantee that Vision One's nominees will be able to implement the changes they believe are necessary to enhance stockholder value, as they will not constitute a majority of the Board.
  • The Company's proposed sale of the Industrial Specialties product line may have a disproportionately negative impact on the remaining Performance Chemicals assets.
  • The Company's co-location plan introduces substantial new risk that a buyer of the Industrial Specialties product line could access and impact the proprietary operations of the Company's Road Technologies business.
  • The Company may not engage in a constructive dialogue with Vision One, hindering efforts to address the Company's challenges.
Future Outlook

Vision One believes that the election of its nominees will provide stockholders with added assurance that the Board and management of Ingevity are properly focused on the challenges facing the Company and are comprehensive in their exploration of options to enhance share value.

Management Comments
  • Vision One disagrees with the Company's characterization of the material events leading to this proxy solicitation and believes that the Company's characterization of such events is misleading.
  • Vision One questions whether decisive action in this instance refers to the Board pushing forward with its own agenda despite a stockholder raising its concerns first privately with the Company and then publicly after the Company failed to engage in discussions with the stockholder.
  • Vision One questions how committed the Company really is to resolving this matter constructively with Vision One as the Company does not appear to have seriously considered any of Vision One's proposals.
Industry Context

The document highlights Ingevity's underperformance relative to the S&P Chemicals Index and S&P Materials Index, suggesting a potential misalignment with industry trends and competitor performance.

Comparison to Industry Standards
  • The document compares Ingevity's executive compensation to that of Cabot Corporation, Eastman Chemical Company, PPG Industries, Inc., and The Sherwin-Williams Company, noting that Ingevity's interim CEO's compensation is significantly higher despite having a smaller market capitalization.
  • The document references Inclusive Capital Partners, L.P.'s previous involvement with Ingevity, noting that the company's stock price declined during their board representative's tenure.
Stakeholder Impact
  • The outcome of the proxy fight will significantly impact Ingevity's shareholders, potentially influencing the company's stock price and future performance.
  • Changes to the board and corporate strategy could affect Ingevity's employees, customers, and suppliers.
Next Steps
  • Stockholders are urged to sign, date, and return the GOLD universal proxy card to elect Vision One's nominees.
  • Vision One will continue to engage with Ingevity's board and management to address its concerns.
  • The outcome of the Annual Meeting will determine the composition of Ingevity's board and the direction of its corporate strategy.
Key Dates
  • March 3, 2025: Record date for determining stockholders entitled to notice of and to vote at the Annual Meeting
  • March 20, 2025: Ingevity files definitive proxy statement with the SEC
  • March 26, 2025: Vision One files definitive proxy statement with the SEC
  • April 7, 2025: David H. Li to become President and Chief Executive Officer of Ingevity
  • April 22, 2025: The Chemours Company (NYSE: CC) annual meeting of stockholders
  • April 30, 2025: Date of Ingevity's 2025 Annual Meeting of Stockholders
  • November 18, 2025: Deadline for stockholders to submit proposals for inclusion in Ingevity's 2026 proxy statement
  • December 31, 2025: Earliest date for stockholders to provide written notice of director nominations for the 2026 annual meeting
  • January 30, 2026: Latest date for stockholders to provide written notice of director nominations for the 2026 annual meeting
  • March 1, 2026: Deadline for stockholders to provide notice of intent to solicit proxies in support of director nominees for the 2026 annual meeting
  • April 30, 2026: One-year anniversary of the Annual Meeting
Keywords
proxy solicitation, board refreshment, corporate governance, capital allocation, shareholder value, Vision One Fund, Ingevity Corporation, directors, nominees, TSR
NGVT 
Ingevity CORP 
NYSE
Sector: TBD
 
Filings with Classifications
Worse than expected
6 May 2025 4:24 PM
Quarterly Report
  • The company is adjusting the lower end of its previously disclosed outlook to Net sales between $1.25 billion and $1.4 billion for 2025.
  • The adjusted EBITDA outlook, which has been adjusted to incorporate the ~10 percent reduction in North America light vehicle production, is expected to be between $380 million and $415 million for 2025.
Worse than expected
5 May 2025 4:17 PM
Quarterly Report
  • The company has widened its full-year guidance range to reflect declines in industry forecasts of auto production due to trade tensions and tariff uncertainty, indicating worse than expected results.
Worse than expected
26 March 2025 3:07 PM
Proxy Statement
  • Ingevity's Total Shareholder Return (TSR) has been worst-in-class compared to its peers.
  • Key financial metrics like Net Debt, Financial Leverage, Free Cash Flow, and Return on Invested Capital (ROIC) have worsened over time.
  • Vision One believes Ingevity has struggled to effectively implement its corporate strategy.
Better than expected
20 March 2025 9:30 PM
Definitive Proxy Statement
  • Ingevity's 2024 financial results, including revenue, adjusted EBITDA, and cost savings, exceeded expectations.
  • The company's free cash flow in 2024 was well above prior guidance.
  • Ingevity's stock has outperformed the S&P 400 Chemicals Index since the announcement of the CEO search.
Better than expected
20 March 2025 8:15 PM
Proxy Statement
  • The company's adjusted EBITDA exceeded analyst expectations.
  • The company's EBITDA margins improved by 350 basis points.
  • The company's Performance Materials segment delivered record performance.
Better than expected
25 February 2025 5:27 PM
Proxy Statement Communication
  • Ingevity's Performance Materials segment achieved record performance with margins surpassing 50%, indicating better than expected results.
  • The company realized $84 million in savings from Performance Chemicals repositioning, exceeding the initial target of $65-$75 million, which is better than expected.
  • Ingevity's second half EBITDA margins increased to approximately 28% in 2024, and it delivered free cash flow that significantly exceeded prior guidance, indicating better than expected results.
Worse than expected
19 February 2025 4:18 PM
Annual Report
  • The company reported a significant net loss compared to the previous year.
  • The Performance Chemicals segment experienced a substantial goodwill impairment charge.
  • Net sales decreased due to volume declines and repositioning actions.
Delay expected
19 February 2025 4:18 PM
Annual Report
  • Final resolution of the intellectual property legal proceedings with BASF Corporation could take up to 15 months.
Worse than expected
18 February 2025 4:37 PM
Earnings Release
  • The company reported a net loss of $430.3 million for the full year, including pre-tax charges of $688.0 million.
  • Full year net sales decreased 17% year-over-year.
Better than expected
16 January 2025 6:32 AM
Strategic Review and Preliminary Results Announcement
  • The company's full year Adjusted EBITDA is expected to reach the high end of previous guidance.
  • Free cash flow is expected to significantly exceed prior guidance.
Worse than expected
30 October 2024 4:21 PM
Quarterly Report
  • The company reported a net loss of $107.2 million in Q3 2024, compared to a net income of $25.2 million in Q3 2023.
  • Net sales decreased by 15% year-over-year, primarily due to lower volumes in the Performance Chemicals segment.
  • The company incurred significant restructuring and other charges, net of $86.9 million in Q3 and $162.8 million year-to-date.
  • A goodwill impairment charge of $349.1 million was recorded in the second quarter of 2024.
Worse than expected
29 October 2024 4:20 PM
Quarterly Report
  • The company reported a net loss of $107.2 million, significantly worse than the net income of $25.2 million in the same quarter last year.
  • Net sales decreased by 16% year-over-year, indicating a decline in revenue performance.
  • The company incurred substantial restructuring charges and contract termination fees, negatively impacting profitability.
Worse than expected
1 August 2024 4:18 PM
Quarterly Report
  • The company reported a significant net loss due to a goodwill impairment charge and restructuring costs, indicating worse than expected financial performance.
  • Net sales decreased significantly, particularly in the Performance Chemicals segment, reflecting weaker demand and the impact of strategic repositioning.
  • The company incurred a substantial loss on CTO resales, further contributing to the worse than expected results.
Worse than expected
31 July 2024 4:26 PM
Quarterly Report
  • The company reported a significant net loss of $283.7 million, primarily due to a goodwill impairment charge, which is worse than expected.
  • The 19% decrease in net sales and 16% decrease in adjusted EBITDA also indicate worse than expected performance.
  • The revised full-year guidance for sales and adjusted EBITDA is lower than previous expectations.
Worse than expected
8 July 2024 4:20 PM
Material Definitive Agreement Termination
  • The company is paying a significant $100 million termination fee, which is a negative financial impact.
Worse than expected
2 May 2024 4:16 PM
Quarterly Report
  • The company reported a net loss of $56 million, a significant downturn from the $50.7 million net income in the same period last year.
  • Net sales decreased by 13.4% year-over-year, indicating weaker performance compared to the previous year.
  • The company incurred substantial restructuring charges of $62.8 million, impacting overall profitability.
Worse than expected
1 May 2024 4:19 PM
Quarterly Report
  • The company reported a net loss of $56.0 million and a 13% decrease in net sales, indicating worse than expected results compared to the prior year.
Worse than expected
11 March 2024 4:19 PM
Proxy Statement
  • The document indicates that the company's adjusted EBITDA decreased 12% to $396.8 million, suggesting worse than expected financial performance.
Delay expected
22 February 2024 4:16 PM
Annual Results
  • The closure of the DeRidder plant is expected to be completed by the end of the first half of 2024.
Worse than expected
22 February 2024 4:16 PM
Annual Results
  • The company reported a net loss of $5.4 million for 2023, compared to a net income of $211.6 million in 2022.
  • Adjusted EBITDA for 2023 was $396.8 million, down from $452.6 million in 2022.
  • Gross profit decreased to $471.9 million in 2023, down from $570.1 million in 2022.
Worse than expected
21 February 2024 4:24 PM
Quarterly Report
  • The company reported a net loss for both Q4 and the full year, which is worse than the prior year's net income.
  • Adjusted EBITDA was down 17% in Q4 and 12% for the full year, indicating a decline in profitability.
  • Diluted earnings per share were significantly lower in both Q4 and the full year compared to the prior year.

Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.