Independent
Tenure on this board
10.1 yrs
Also a director at
Select Water Solutions Inc (WTTR)
9 nominees · 4 ballot items.
Elect nine directors; advisory approval of named executive officer compensation (say-on-pay); ratify PwC as independent auditors for 2026; approve amendment to increase share authorization under the 2025 Omnibus Incentive Plan.
Elect nine (9) director nominees to the Board to serve until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers.
This proposal asks stockholders to provide a non-binding advisory approval of the Company’s executive compensation as disclosed in the proxy statement (CD&A and tables). Management is seeking shareholder approval to confirm alignment between executive pay and company performance and to obtain investor endorsement of its pay-for-performance philosophy, which emphasizes a significant portion of at-risk compensation tied to financial and stock-performance metrics. The Compensation Committee designed the program to balance short- and long-term incentives (STIP and LTIP), use performance metrics (Adjusted EBITDA, revenue, rTSR, cumulative adjusted EBITDA growth, and EPS/ROIC for certain awards), and maintain governance safeguards such as clawbacks, double-trigger change-in-control provisions, anti-hedging, and stock ownership guidelines. The board recommends a vote FOR, arguing the program attracts and retains talent, aligns executives with stockholders, and includes rigorous performance metrics and caps; the recommendation notes past stockholder approval (91% in 2025) and that the vote is advisory only but will be considered in future compensation decisions.
Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
Approve an amendment to increase the number of shares available for issuance under the Ingevity Corporation 2025 Omnibus Incentive Plan by 580,000 shares.
This management proposal requests shareholder approval to amend the Omnibus Incentive Plan to add 580,000 shares to the existing share pool to ensure adequate equity availability for future grants through projected 2027 awards. Management argues that without the increase the Company could be forced to replace equity with cash incentives, undermining alignment with stockholders; they cite current available shares (1,195,250 as of March 2, 2026), historical burn rates, overhang/dilution metrics, and expected equity needs. The Board recommends FOR, highlighting employee engagement, alignment with shareholder objectives, and compensation philosophy. If not approved, the Plan remains in effect without the added shares.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.0% | 3,836,121 | $273M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.3% | 2,176,731 | $155M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,581,871 | $113M |
| 4 | STATE STREET CORP | 4.2% | 1,459,235 | $104M |
| 5 | AMERICAN CENTURY COMPANIES INC | 4.1% | 1,432,566 | $102M |
| 6 | MILLENNIUM MANAGEMENT LLC | 3.3% | 1,155,372 | $82M |
| 7 | SEGALL BRYANT HAMILL, LLC | 3.2% | 1,127,377 | $72M |
| 8 | SEGALL BRYANT HAMILL, LLC | 3.2% | 1,109,048 | $79M |
| 9 | BlackRock, Inc. | 3.0% | 1,045,126 | $74M |
| 10 | Simcoe Capital Management, LLC | 2.8% | 982,015 | $70M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.