Ingevity Corporation’s 2026 proxy statement presents a transformed “New Ingevity” focused on two core specialty materials businesses: Performance Materials and Pavement Technologies. In 2025 the company completed a strategic portfolio review, agreed to sell its Industrial Specialties business and North Charleston crude tall oil refinery for $110 million and closed the divestiture on January 1, 2026.
For 2025, Ingevity reported $1.29 billion in revenue, a total adjusted EBITDA of $397.5 million and a total adjusted EBITDA margin of 30.8%, alongside a net loss of $(167.1) million. Free cash flow was $273.5 million and the net debt ratio improved to 2.6x, supported by six consecutive quarters of margin expansion.
The company returned $56 million to stockholders through share repurchases in 2025 and plans to generate approximately $1 billion in deployable cash over the next two years, including at least $300 million in additional repurchases, while funding organic growth and debt reduction. Stockholders are asked to elect nine directors, approve say‑on‑pay, ratify PwC as auditor, and increase authorized shares under the 2025 Omnibus Incentive Plan.
Ingevity Corp senior vice president of operations Clarence Reid Clontz Jr. reported equity compensation changes. He acquired 2,343 shares of common stock on a grant or award basis at $0.00 per share, tied to restricted stock units under the Ingevity Corporation 2025 Omnibus Incentive Plan that will vest in three equal installments on February 27, 2027, 2028, and 2029. He also had several small tax-withholding dispositions on March 2, 2026, where 143, 264, 49, and 270 shares of common stock were withheld by the company at $71.64 per share to satisfy tax obligations related to 2023, 2024, and 2025 RSUs that vested. Following these transactions, his directly owned common stock holdings were reported in the 9,000–9,700 share range after each step.
Ingevity Corp senior vice president of finance and chief accounting officer Phillip John Platt reported a mix of equity grants and tax-related share dispositions. On February 27, 2026, he acquired 2,108 restricted stock units under the 2025 Omnibus Incentive Plan, vesting in three equal installments on February 27, 2027, 2028, and 2029. On March 2, 2026, the company withheld a total of 1,070 common shares at $71.64 per share to cover tax obligations tied to vested RSUs from 2023, 2024, and 2025, reducing his directly owned common stock to 29,949 shares.
Ingevity Corp executive Ryan C. Fisher, SVP, General Counsel & Secretary, reported equity compensation activity and related tax withholding. On February 27, 2026, he acquired 4,442 shares of common stock at $0.00 per share as a grant of restricted stock units under the Ingevity Corporation 2025 Omnibus Incentive Plan, scheduled to vest in three equal installments on February 27, 2027, February 27, 2028, and February 27, 2029. On March 2, 2026, a total of 1,333 shares of common stock were disposed of in four transactions coded as tax-withholding dispositions at $71.64 per share, with footnotes stating the shares were withheld by the company to satisfy tax withholding obligations related to vested RSUs from 2023, 2024, and 2025. Following these transactions, Fisher directly owned 18,502 shares of Ingevity common stock.
Ingevity Corp senior executive Richard Allen White Jr. reported several tax-related share dispositions of common stock. On March 2, 2026, shares were withheld by the company at $71.64 per share to cover tax withholding obligations tied to restricted stock units that vested in 2023, 2024, and 2025. These were tax-withholding transactions, not open market sales, and White continues to hold a meaningful direct ownership stake after the withholdings.
Ingevity Corp executive vice president and chief financial officer Mary Dean Hall reported tax-related share dispositions on common stock. On March 2, 2026, she surrendered a total of 4,148 shares at $71.64 per share to satisfy withholding taxes on vesting RSU awards from 2023, 2024, and 2025. These are coded as “F” transactions, meaning shares were withheld by the company to cover tax obligations rather than sold in open-market trades. After these transactions, she directly holds 37,427 shares of Ingevity common stock.
Ingevity Corp senior vice president and chief HR officer Terrance M. Dyer reported equity compensation and a related tax withholding transaction. He received a grant of 3,621 shares of common stock at $0.00 per share, tied to restricted stock units that vest in three equal installments on February 27, 2027, 2028, and 2029. To cover tax withholding on 2025 RSUs that vested, 550 shares were disposed at $71.64 per share. After these transactions, he directly holds 7,698 common shares.
Ingevity Corp senior executive receives equity award. SVP and President, APT, Michael N. Shukov acquired 1,389 shares of Ingevity common stock on a grant basis, with no cash paid per share. The award is in the form of restricted stock units under the Ingevity Corporation 2025 Omnibus Incentive Plan.
The units will vest in three equal installments on February 27, 2027, February 27, 2028, and February 27, 2029, aligning the executive’s compensation with longer-term company performance through time-based vesting.
Castillo Ruth reported acquisition or exercise transactions in this Form 4 filing.
Ingevity Corp senior executive Ruth Castillo, SVP and President of Performance Materials, reported receiving a grant of 3,688 shares of common stock as a stock award. These restricted stock units were granted at no cash cost and will vest in three equal installments on February 27, 2027, 2028, and 2029.