Ingevity Corp. Files Definitive Proxy Statement (DEF 14A)

Ticker: NGVT · Form: DEF 14A · Filed: 2024-03-11T00:00:00.000Z

Sentiment: neutral

Topics: DEF 14A, Ingevity Corp, Proxy Statement, Executive Compensation, Corporate Governance

TL;DR

<b>Ingevity Corp. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and corporate governance matters.</b>

AI Summary

Ingevity Corp (NGVT) filed a Proxy Statement (DEF 14A) with the SEC on March 11, 2024. Ingevity Corp. filed a Definitive Proxy Statement (DEF 14A) on March 11, 2024. The filing covers the period ending April 23, 2024. The company's principal executive offices are located at 4920 O'Hear Avenue, Suite 400, North Charleston, SC 29405. Ingevity Corp. is classified under SIC code 2800 (Chemicals & Allied Products). The filing includes information related to executive compensation for various fiscal years, including 2020-2023.

Why It Matters

For investors and stakeholders tracking Ingevity Corp, this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions at the upcoming annual meeting. The DEF 14A provides transparency into the company's financial performance and strategic direction as reflected in executive incentives.

Risk Assessment

Risk Level: low — Ingevity Corp shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than immediate financial distress or significant operational changes.

Analyst Insight

Shareholders should review the executive compensation details and any proposals presented to make informed voting decisions.

Executive Compensation

NameTitleTotal Compensation
John C. FortsonMember
Richard B. KelsonMember
D. Michael WilsonMember

Key Numbers

Key Players & Entities

FAQ

When did Ingevity Corp file this DEF 14A?

Ingevity Corp filed this Proxy Statement (DEF 14A) with the SEC on March 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Ingevity Corp (NGVT).

Where can I read the original DEF 14A filing from Ingevity Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Ingevity Corp.

What are the key takeaways from Ingevity Corp's DEF 14A?

Ingevity Corp filed this DEF 14A on March 11, 2024. Key takeaways: Ingevity Corp. filed a Definitive Proxy Statement (DEF 14A) on March 11, 2024.. The filing covers the period ending April 23, 2024.. The company's principal executive offices are located at 4920 O'Hear Avenue, Suite 400, North Charleston, SC 29405..

Is Ingevity Corp a risky investment based on this filing?

Based on this DEF 14A, Ingevity Corp presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than immediate financial distress or significant operational changes.

What should investors do after reading Ingevity Corp's DEF 14A?

Shareholders should review the executive compensation details and any proposals presented to make informed voting decisions. The overall sentiment from this filing is neutral.

How does Ingevity Corp compare to its industry peers?

Ingevity Corp operates in the Chemicals & Allied Products industry, focusing on specialty chemicals and materials.

Are there regulatory concerns for Ingevity Corp?

As a publicly traded company, Ingevity Corp is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings.

Industry Context

Ingevity Corp operates in the Chemicals & Allied Products industry, focusing on specialty chemicals and materials.

Regulatory Implications

As a publicly traded company, Ingevity Corp is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings.

What Investors Should Do

  1. Review the full DEF 14A filing for detailed information on proposals and executive compensation.
  2. Assess the company's performance metrics and how they align with executive pay.
  3. Consider voting on the matters presented at the upcoming shareholder meeting based on the provided disclosures.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document. No comparative data from a previous filing is directly presented in this header information.

Filing Stats: 4,302 words · 17 min read · ~14 pages · Grade level 19.5 · Accepted 2024-03-11 16:19:08

Key Financial Figures

Filing Documents

Executive Compensation Governance Practices

Executive Compensation Governance Practices 14 Proposal 1: Election of Directors 15 Director Nominees 16 Summary of the Director Nominees' Skills and Experience 22 Board and Corporate Governance Matters 23 Role of the Board of Directors 23 Corporate Governance Guidelines 23 Board Leadership Structure 24 Committees of our Board of Directors 24 Director Nominees and Selection 26 Evaluating Board performance and effectiveness 28 Board meetings and executive sessions 28 Board's role in risk oversight 29 Board oversight of ESG matters 31 Management development and succession planning 31 Board oversight of DEIB and human capital matters 31 Director education program 31 Retirement age, term limits and significant change in job responsibilities 32 Overboarding policy 32 Stockholder outreach and engagement 32 How to contact the Board 33 Code of Conduct 33 Governance materials on our website 33 Related party transactions 34 Director Compensation 35 Ingevity's Director compensation approval process 35 2023 Non-employee Director compensation 35 Cash retainers 35 Restricted Stock Unit awards 36 Other compensation 36 Stock ownership guidelines; prohibition on hedging 36 2023 Director compensation table 37 Proposal 2: Non-Binding Advisory Vote to Approve The Compensation of Ingevity's Named Executive Officers (Say-on-Pay) 38 Compensation Discussion and Analysis 39 Executive Summary 40 How We Set Compensation 43 NEO compensation elements 45 Payout of 2021 PSU award 51 CEO Pay 52 NEO performance and compensation decisions 53 Other compensation and benefits 55 Other compensation policies and practices 59 Risk analysis 60 Tax and accounting considerations 60 Talent and Compensation Committee Report 61 Compensation Tables and Other Matters 62 Summary Compensation Table 62 Grants of Plan-Based Awards in 2023 64 Outstanding Equity Awards at 2023

Forward-Looking Statements

Forward-Looking Statements 91 Appendix A: Non-GAAP Financial Measures and Reconciliation Tables 92 Non-GAAP financial measures used in this proxy statement 92 Metrics used in "2023 Business Highlights" and "NEO Performance and Compensation Decisions" 92 Metrics used in "Short-Term Incentive Plan and 2023 Awards" 93 Metrics used in "Long-Term Incentive Plan and 2023 Awards" and "Payout of 2021 PSU Award" 94 Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP) to Company STIP-Adjusted EBITDA (Non-GAAP) 96 Reconciliation of Net Cash Provided by Operating Activities (GAAP) to Free Cash Flow (Non-GAAP) 96 Reconciliation of Segment EBITDA (GAAP) to BU STIP-Adjusted EBITDA (Non-GAAP) 97 Reconciliation of Revenue (GAAP) to Company STIP-Adjusted Revenue (Non-GAAP) 97 Reconciliation of Segment Revenue (GAAP) to BU STIP-Adjusted Revenue (Non-GAAP) 97 Reconciliation of Diluted EPS (GAAP) to Cumulative EPS (Non-GAAP) 98 Reconciliation of Net Income (Loss) (GAAP) to NOPAT (Non-GAAP) 99 Calculation of Average Invested Capital (Non-GAAP) 99 Calculation of Average ROIC (Non-GAAP) 100 Appendix B: Third Amended and Restated Certificate of Incorporation 101 INGEVITY | 2024 Proxy Statement 7 Back to Contents Proxy Statement Summary This summary highlights information about Ingevity Corporation and certain information contained elsewhere in this proxy statement (the "Proxy Statement") for our 2024 Annual Meeting of Stockholders (the "Annual Meeting"). This summary does not contain all of the information that you should consider in deciding to vote. Please read the entire Proxy Statement carefully before voting. Agenda Items and Board Recommendations Proposal Board Vote Recommendation Page Proposal 1: Election of Directors FOR each nominee 15 Proposal 2: Advisory vote on compensation of our Named Executive Officers (Say-on-Pay) FOR 38 Proposal 3: Ratification of the appointment of PricewaterhouseCoopers

Executive Compensation Governance Practices

Executive Compensation Governance Practices The T&C Committee continues to implement and maintain practices in our compensation programs and related areas that reflect responsible corporate governance and compensation policies. These practices include the following: What We Do What We Don't Do Use performance metrics to align pay with Company financial performance No repricing, backdating or discounting of stock options Balance short-term and long-term incentives through focused use of performance metrics No hedging, pledging or short sales of Common Stock by any director, executive officer or other employee Emphasize stock ownership with long-term incentives being paid in Common Stock and meaningful Common Stock ownership guidelines No excise tax gross-ups for change of control payments Maintain a "clawback" policy for executive incentive compensation in the event of a restatement of financial results regardless of fault No excessive perquisites Use "double trigger" change of control (with respect to replacement awards) for severance and equity vesting provisions No tax gross-ups on perquisites other than in connection with relocation benefits Engage an independent consultant to advise the T&C Committee Discourage excessive risk taking by offering a balanced compensation program that uses multiple incentive metrics that balance focus on achievement of long-and short-term goals Pay dividend equivalents only on stock unit awards that vest, if any INGEVITY | 2024 Proxy Statement 14 Back to Contents PROPOSAL 1 ELECTION OF DIRECTORS OUR BOARD RECOMMENDS A VOTE FOR EACH NOMINEE. Our Nominating & Governance Committee has recommended, and the Board has nominated, nine incumbent directors for election at the Annual Meeting as identified below. William J. Slocum will not stand for reelection at the Annual Meeting. Effective as of the Annual Meeting, the size of the Board will be reduced to nine. Each director elected at the Annual

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