UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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INGEVITY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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On March 10, 2025, Ingevity Corporation issued the following press release.
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Ingevity announces appointment of David H. Li as president and CEO
Li brings 25-year+ record of driving successful corporate transformation, long-term growth and stockholder value creation at premier global specialty materials
supplier
NORTH CHARLESTON, S.C., Mar 10, 2025 – Ingevity Corporation (NYSE:NGVT) today announced that its board of directors has appointed David H. Li as the company’s president and
CEO, effective as of April 7, 2025, and that he is expected to join the board of directors following the 2025 Annual Meeting. Li succeeds Ingevity board member, Luis Fernandez-Moreno, who has been serving as interim president and CEO since
October 2024. Fernandez-Moreno will remain on Ingevity’s board.
Li has more than 25 years of experience in the specialty materials industry. He most recently served as CEO, president and a member of the board of CMC Materials, Inc., a global supplier of advanced materials focused on
the semiconductor and energy industries, prior to its sale to Entegris, Inc. in 2022.
“David (Dave) has a broad and proven track record of repositioning businesses across product lines and geographies to achieve substantial growth, strong financial performance and outstanding stockholder returns,” said
Ingevity’s board chair, Jean Blackwell. “These accomplishments and his ability to drive strategic execution and organizational excellence across global organizations make Dave the ideal CEO to lead Ingevity and enable the company to realize its
full potential as a world class specialty chemicals and materials manufacturer.”
“It is an honor to step into the president and CEO role at this pivotal time and have the opportunity to build on the strong momentum the Ingevity board and management team have created,” said Li. “Over the course of my
career, success has been fueled by building high-performing teams and reshaping portfolios to solve customers’ greatest challenges. I look forward to leveraging my experience to unlock the value within Ingevity and position the company for
long-term profitable growth and superior value creation.”
“On behalf of the board, I would like to thank Luis for his service to Ingevity as interim president and CEO,” said Blackwell. “Under his leadership, Ingevity has undertaken a number of strategic initiatives, including
a proactive approach to portfolio management, that have resulted in improved operational performance and free cash flow generation. His work as interim CEO made his input on this hiring decision even more valuable, and we look forward to
continuing to benefit from Luis’s experience and leadership as a member of the Ingevity board.”
About David H. Li
Li served as chief executive officer, president and a member of the board of CMC Materials from January 2015 to July 2022. Over his tenure and at the time of CMC’s sale to Entegris, the company had delivered a four-fold
return to stockholders and reported record revenue of $1.2 billion and adjusted EBITDA margin of 30 percent, in the top-tier of industry peers.
Before being named chief executive officer and president, Li served as CMC’s vice president of the Asia Pacific region for seven years. Prior to that, he held various senior leadership and management positions at CMC,
including in the areas of product line management, operations, supply chain and investor relations.
Ingevity: Purify, Protect and Enhance
Ingevity provides products and technologies that purify, protect and enhance the world around us. Through a team of talented and experienced people, we develop, manufacture and bring to market solutions that help
customers solve complex problems and make the world more sustainable. We operate in three reporting segments: Performance Materials, which includes activated carbon; Advanced Polymer Technologies, which includes caprolactone polymers; and
Performance Chemicals, which includes specialty chemicals and road technologies. Our products are used in a variety of demanding applications, including adhesives, agrochemicals, asphalt paving, certified biodegradable bioplastics, coatings,
elastomers, pavement markings and automotive components. Headquartered in North Charleston, South Carolina, Ingevity operates from 31 countries around the world and employs approximately 1,600 people. The company’s common stock is traded on the
New York Stock Exchange (NYSE:NGVT). For more information, visit ingevity.com.
About Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements generally include the words “will,”
“plans,” “intends,” “targets,” “expects,” “outlook,” “believes,” “anticipates” or similar expressions. Forward-looking statements may include, without limitation, the potential benefits of any leadership transition; expected financial positions,
guidance, results of operations and cash flows; financing plans; business strategies and expectations. Actual results could differ materially from the views expressed. Factors that could cause actual results to materially differ from those
contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, such factors detailed from time to time in Part I, Item 1A. Risk Factors in our Annual Report on Form
10-K as well as in our other filings with the SEC. These forward-looking statements speak only to management’s beliefs as of the date of this press release. Ingevity assumes no obligation to provide any revisions to, or update, any projections and
forward-looking statements contained in this press release.
Additional Information and Where to Find It
In connection with Ingevity’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), Ingevity filed on March 10, 2025 with
the Securities and Exchange Commission (“SEC”) a preliminary proxy statement on Schedule 14A (the “Proxy Statement”), containing a form of WHITE proxy card. The Proxy Statement is in preliminary form and Ingevity intends to file and mail to
stockholders of record entitled to vote at the 2025 Annual Meeting a definitive proxy statement and other documents, including a WHITE proxy card. This communication is not a substitute for any proxy statement or other document that Ingevity has
filed or may file with the SEC in connection with any solicitation by Ingevity. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY INGEVITY
AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These documents, including the Proxy Statement (and any amendments or supplements thereto) and other documents filed by
Ingevity with the SEC, are available free of charge at the SEC’s website at http://www.sec.gov and at Ingevity’s investor relations website at http://ir.ingevity.com.
Participants in the Solicitation
Ingevity, its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Ingevity stockholders in connection with the matters to be considered at the 2025 Annual
Meeting. Information regarding such participants and their respective interests in Ingevity by security holdings or otherwise is set forth in the section entitled “Appendix C: Supplemental Information Regarding Participants in the Solicitation” in
the Proxy Statement, which was filed with the SEC on March 10, 2025, and will be included in Ingevity’s definitive proxy statement, once
available. Additional information regarding the interests of these participants in the solicitation of proxies in respect of the 2025 Annual Meeting and other relevant materials will be filed with the SEC when they become available. These documents
are or will be available free of charge at the SEC’s website at www.sec.gov.
Contacts
Media:
Caroline Monahan
843-740-2068
Kara Brickman / Greg Klassen
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Investors:
John E. Nypaver, Jr.
843-740-2002
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On March 10, 2025, Ingevity Corporation issued the following infographic about the appointment of David H. Li as its next president and CEO, which was shared with certain announcement materials.
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David H. Li PRESIDENT & CEO | EFFECTIVE APRIL 7, 2025 Accomplished Leader with +25-Year Track Record of Driving Value-Maximizing Transformation in Specialty Materials Industry Delivered Strong Results,
Execution and Innovation as President & CE of CMC Materials Over the course of my career, success has been fueled by building highperforming teams and reshaping portfolios to solve customers’ greatest challenges. I look forward to
leveraging my experience to unlock the value within Ingevity and position the company for long-term profitable growth and superior value creation.” – DAVID LI ~16% cumulative annual revenue growth1 RECORD $1.2B of revenues2 +1,750
issued and pending patents2 30% adjusted EBITDA margin2 ~14% cumulative annual operating profit growth1 $6.5B sale to Entegris — 35% premium3 ~$2B of acquisitions, expanding into electronic materials and performance solutions ~300% total
shareholder returns compared to ~78% for S&P 4004 Career Highlights President & CEO2015 – 2022 Vice President, Asia Pacific Region 2008 – 2014 Various senior leadership roles in product line management, operations, supply chain, IR
1998 – 2008 Education BS MBA 1. From Fiscal Year 2014 to Q2 Fiscal Year 2022 LTM 2. Fiscal Year 2021 (LTM at the time of the announced sale to Entegris on Dec 15, 2021) 3. Premium at announcement over CMC Materials closing stock price as of Dec
14, 2021, day before announcement of Entegris acquisition 4. From appointment on Jan 1, 2015 to Jul 5, 2022, the last trading day prior to the close of sale to Entegri
Additional Information and Where to Find It: In connection with Ingevity’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), Ingevity filed on March 10, 2025 with the Securities and Exchange Commission (“SEC”) a preliminary proxy statement on
Schedule 14A (the “Proxy Statement”), containing a form of WHITE proxy card. The Proxy Statement is in preliminary form and Ingevity intends to file and mail to stockholders of record entitled to vote at the 2025 Annual Meeting a definitive
proxy statement and other documents, including a WHITE proxy card. This communication is not a substitute for any proxy statement or other document that Ingevity has filed or may file with the SEC in connection with any solicitation by
Ingevity. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY INGEVITY AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These documents, including the Proxy Statement (and any amendments or supplements thereto) and other documents filed by Ingevity with the SEC, are available free of charge at
the SEC’s website at http://www.sec.gov and at Ingevity’s investor relations website at http://ir.ingevity.com.
Participants in the Solicitation: Ingevity, its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation
of proxies from Ingevity stockholders in connection with the matters to be considered at the Annual Meeting. Information regarding such participants and their respective interests in Ingevity by security holdings or otherwise is set forth in
the section entitled “Appendix C: Supplemental Information Regarding Participants in the Solicitation” in the Proxy Statement, which was filed with the SEC on March 10, 2025 and will be included in Ingevity’s definitive
proxy statement, once available. Additional information regarding the interests of these participants in the solicitation of proxies in respect of the 2025 Annual Meeting and other relevant materials will be filed with the SEC when they
become available. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.
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On March 10, 2025, Ingevity Corporation also shared the following letter with its employees.
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Dear Colleagues,
I am pleased to announce Ingevity’s board of directors has appointed David H. Li as the company’s president and CEO, effective as of April 7, 2025, and that he is expected to join the board of directors following the
2025 Annual Meeting. You can read today’s press release here
https://www.ingevity.com/news/press-releases/ingevity-announces-appointment-of-david-h-li-as-president-and-ceo/.
David (Dave) is highly qualified to lead the continued execution of our strategy. He brings more than 25 years of experience in the specialty materials industry, most recently serving as CEO, president and a member of the
board of CMC Materials, Inc., a global supplier of advanced materials focused on the semiconductor and energy industries, from January 2015 to July 2022. Before being named chief executive officer and president, Dave served as vice president of the
Asia Pacific region for seven years. Prior to that, he held various senior leadership and management positions at CMC Materials, including in the areas of product line management, operations, supply chain and investor relations.
Over his career, Dave has demonstrated a record of delivering growth across innovation-led product lines and geographic regions, while building close relationships with customers and developing leaders throughout his
company. He is committed to shaping corporate culture to achieve greater employee and customer satisfaction, propel growth and enhance shareholder value.
On behalf of the board, I would like to thank Luis Fernandez-Moreno for his service to Ingevity as interim president and CEO. Under his leadership, Ingevity has undertaken a number of strategic initiatives, that have
resulted in improved operational performance and free cash flow generation, and we look forward to continuing to benefit from Luis’ experience and leadership as a member of the Ingevity board.
Luis’ work as interim CEO made his input on this hiring decision even more valuable, and he had this to share. “I am honored that I had the opportunity to serve as CEO, and excited to welcome a strong leader to build on
the work we have done. Dave is an excellent choice to lead our talented team, and I look forward to working through a smooth leadership transition together.”
Thank you all for your continued commitment to Ingevity. As a company, we worked hard in 2024 to gain momentum for future growth, and our results show the success of those efforts. We are confident Dave will build on
that foundation and provide leadership that will enable Ingevity to realize its full potential as a world class specialty chemicals and materials company.
Please join me in extending a warm welcome to David H. Li as the new President and CEO of Ingevity!
Best regards,
Jean Blackwell
Chair, Board of Directors
Additional Information and Where to Find It
In connection with Ingevity’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), Ingevity filed on March 10, 2025 with
the Securities and Exchange Commission (“SEC”) a preliminary proxy statement on Schedule 14A (the “Proxy Statement”), containing a form of WHITE proxy card. The Proxy Statement is in preliminary form and Ingevity intends to file and mail to
stockholders of record entitled to vote at the 2025 Annual Meeting a definitive proxy statement and other documents, including a WHITE proxy card. This communication is not a substitute for any proxy statement or other document that Ingevity has
filed or may file with the SEC in connection with any solicitation by Ingevity. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY INGEVITY
AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. These documents, including the Proxy Statement (and any amendments or supplements thereto) and other documents filed by
Ingevity with the SEC, are available free of charge at the SEC’s website at http://www.sec.gov and at Ingevity’s investor relations website at http://ir.ingevity.com.
Participants in the Solicitation
Ingevity, its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Ingevity stockholders in connection with the matters to be considered at the 2025 Annual
Meeting. Information regarding such participants and their respective interests in Ingevity by security holdings or otherwise is set forth in the section entitled “Appendix C: Supplemental Information Regarding Participants in the Solicitation” in
the Proxy Statement, which was filed with the SEC on March 10, 2025, and will be included in Ingevity’s definitive proxy statement, once
available. Additional information regarding the interests of these participants in the solicitation of proxies in respect of the 2025 Annual Meeting and other relevant materials will be filed with the SEC when they become available. These documents
are or will be available free of charge at the SEC’s website at www.sec.gov.
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On March 10, 2025, Ingevity Corporation also announced the appointment of David H. Li as its next president and CEO on its social media channels by posting the below image and linking
to the press release described above.
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