Ingevity Corp appoints new board member in agreement with Vision One Fund

In a move aimed at bolstering its board, Ingevity Corporation (NYSE:NGVT), a chemicals and allied products company, has entered into a cooperation agreement with Vision One Fund, LP and its affiliates. The agreement, effective as of Sunday, March 30, 2025, outlines the appointment of F. David Segal to Ingevity’s Board of Directors shortly after the company’s 2025 annual meeting of stockholders.

Segal will also join the Audit Committee of the Board. The company, which currently maintains a Fair financial health score according to InvestingPro metrics, has agreed not to expand the board beyond eleven directors until the time arrives for stockholder nominations for the 2026 annual meeting of stockholders. In the event of Segal’s early departure from the board, the company and Vision One Fund have committed to collaboratively identify a suitable replacement director.

As part of the agreement, Vision One Fund has withdrawn its own nominees for the upcoming annual meeting and consented to certain standstill provisions, non-disparagement commitments, and voting agreements. These include supporting the election of each director nominated by the Board, and these commitments are expected to remain in place until the aforementioned nomination period for the 2026 annual meeting.

The cooperation agreement comes as a strategic effort to ensure board stability and align the interests of the board with those of the shareholders. The details of this agreement are outlined in the Exhibit 10.1 of the 8-K filing made by Ingevity Corporation with the SEC. This filing provides investors with insight into the company’s governance and engagement with its shareholders based on a press release statement.

In other recent news, Ingevity Corporation has reported record sales and EBITDA for its Performance Materials segment in 2024, driven by new pricing and operational efficiency initiatives. The company achieved a notable EBITDA margin of over 50%, reflecting increased demand for fuel-efficient vehicles and advancements in carbon technologies. Meanwhile, Ingevity’s Performance Chemicals segment underwent a transformation, exiting lower-margin markets and optimizing costs, resulting in $84 million in savings and surpassing its target. Ingevity is also conducting a strategic review of its business portfolio, exploring options for its Industrial Specialties product line and North Charleston CTO refinery to focus on higher growth opportunities.

BMO Capital Markets has upgraded Ingevity’s stock rating from "Market Perform" to "Outperform," raising the price target to $65, citing improved earnings projections and free cash flow for 2025 and 2026. This upgrade follows the appointment of David H. Li as the new CEO, effective April 2025, succeeding interim CEO Luis Fernandez-Moreno. Li is recognized for his successful tenure at CMC Materials, Inc., where he achieved significant shareholder returns and revenue growth. Ingevity’s preliminary financial results for fiscal year 2024 indicate net sales of approximately $1.40 billion and an adjusted EBITDA of around $360 million, aligning with consensus forecasts. Vision One, an activist investor, has been involved with Ingevity, influencing BMO’s optimistic outlook by potentially safeguarding shareholders from downside risks.

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