Ingevity Corporation (NGVT) – Form 4 Insider Filing: Senior Vice President, General Counsel & Secretary Ryan C. Fisher reported a transaction dated 7 July 2025. The filing shows a Code F transaction in which 169 shares of common stock were withheld by the company at a price of $45.34 per share to cover tax obligations arising from the vesting of 2024 restricted stock units (RSUs). After the withholding, Fisher’s direct ownership stands at 14,758 NGVT shares. No derivative securities activity was reported, and there were no open-market purchases or sales.
Because Code F transactions are non-discretionary, cashless, and executed solely for tax-withholding, they typically carry limited market signaling value. The ownership reduction equals roughly -1.1% of Fisher’s previously held shares, a de-minimis change that is unlikely to materially affect investor perception of insider sentiment or the company’s share supply.
Ingevity Corporation (NGVT) Form 4 filing: Director Francis David Segal reported the acquisition of 507 common shares on 07/01/2025 at an implied price of $44.40 per share. The shares were received through the vesting of deferred stock units (DSUs) elected in lieu of quarterly director fees under the company’s Non-Employee Director Deferred Compensation Plan and 2025 Omnibus Incentive Plan. Following the transaction, Segal’s direct beneficial ownership increased to 5,241 shares. No derivative securities were involved, and the transaction was coded “A” (acquisition) rather than an open-market purchase or sale. Because DSUs settle only after board service ends, the filing signals continued equity alignment but does not represent immediate cash investment.
Ingevity Corporation (NYSE: NGVT) filed a Form 8-K dated 1 July 2025 announcing the departure of S. Edward Woodcock, Executive Vice President and President of the Performance Materials segment (Item 5.02). The separation is effective the same day and a search for his successor has begun.
The company and Mr. Woodcock executed a Letter Agreement that mirrors provisions in his 2017 Severance and Change of Control Agreement. Key cash benefits include:
- A lump-sum payment within 30 days for accrued salary, prorated 2025 annual incentive, and unused vacation.
- Severance equal to one year of current base salary plus 2025 target bonus, payable monthly over 12 months.
- An additional $500,000 lump-sum tied to an October 2024 incentive award.
All consideration is conditioned on customary release of claims and ongoing covenant compliance (confidentiality, non-disparagement, non-competition, non-solicitation). The full Letter Agreement will be filed with the company’s Q2-25 10-Q.
Under Item 7.01, Ingevity furnished (but did not file) a press release (Exhibit 99.1) announcing the leadership change. No financial statements or earnings data were included.