8-K
Ingevity Corp (NGVT)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934
December8, 2025
Date
of Report (date of earliest event reported)
INGEVITY
CORPORATION
(Exactname of registrant as specified in its charter)
| Delaware | 001-37586 | 47-4027764 | |
|---|---|---|---|
| (State or other jurisdiction of<br><br> incorporation or organization) | (Commission <br><br>File Number) | (I.R.S. Employer <br><br>Identification No.) | |
| 4920 O’Hear Avenue Suite 400 | North Charleston | South Carolina | 29405 |
| --- | --- | --- | --- |
| (Address<br> of principal executive offices) | (Zip<br> code) |
Registrant’s
telephone number, including area code: 843-740-2300
Not
Applicable
(Formername or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant<br> to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br> under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock ($0.01 par value) | NGVT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
ITEM5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of CertainOfficers; Compensatory Arrangements of Certain Officers
ChiefFinancial Officer Transition
On December 8, 2025, Ingevity Corporation (“Ingevity” or the “Company”) announced that Mary Dean Hall, Executive Vice President and Chief Financial Officer (“CFO”) of the Company, will transition from her current role, effective May 1, 2026. Following her transition from Executive Vice President and CFO, Ms. Hall will continue to support the Company in an advisory capacity for a period of one year.
The Company also announced that Phillip J. Platt, who currently serves as Senior Vice President, Finance and Chief Accounting Officer of Ingevity, has been appointed as Ms. Hall’s successor as Senior Vice President and CFO and as a member of the executive leadership team, effective May 1, 2026.
BiographicalInformation
Mr. Platt, age 44, joined Ingevity in 2015 as Chief Accounting Officer and Corporate Controller. Since joining the Company, Mr. Platt has held other key finance leadership roles, including Vice President of Financial Planning and Business Transformation Lead, where he led the implementation of the company’s global ERP system, while serving as the Company’s Chief Accounting Officer. Since becoming Senior Vice President, Finance, in 2024, he has led the Financial Reporting and Analysis, Treasury, Investor Relations, and Business Transformation teams in addition to his duties as the Company’s Chief Accounting Officer. Mr. Platt is a certified public accountant and received a BBA, Accounting from Temple University. Mr. Platt’s experience in both overseeing global finance operations and driving technology-enabled process enhancements positions him to guide the Company’s financial strategy and makes him well-suited to support the Company’s long-term growth.
Mr. Platt has no family relationships with any director or executive officer of Ingevity. There are no arrangements or understandings between Mr. Platt and any other person pursuant to which Mr. Platt was selected as Senior Vice President and CFO of Ingevity.
PerformanceChemicals Leadership Transition
Also on December 8, 2025, the Company announced that Richard White, Senior Vice President and President, Performance Chemicals, will depart the Company on May 1, 2026. Prior to Mr. White’s departure, effective January 1, 2026, he will transition to a special projects role.
ITEM7.01. REGULATION fd DISCLOSURE
On December 8, 2025, Ingevity issued a press release announcing the CFO and Performance Chemicals leadership transitions, as well as the appointment of Clarence Reid Clontz, Jr. to the role of Senior Vice President, Operations.
A copy of the press release announcing the leadership transitions from the Company referenced in this Current Report on Form 8-K (this “Current Report”) is furnished as Exhibit 99.1 to this Current Report.
The information furnished under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release, dated December 8, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the<br> Inline XBRL document) |
| 2 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INGEVITY CORPORATION | |
|---|---|
| (Registrant) | |
| By: | /s/ Mary Dean Hall |
| Mary Dean Hall | |
| Executive Vice President and Chief Financial Officer |
Date: December 8, 2025
| 3 |
| --- |
Exhibit 99.1
 |
Ingevity Corporation |
|---|---|
| 4920 O’Hear Avenue | |
| Suite 400 | |
| North Charleston, S.C. 29405 USA | |
| www.ingevity.com | |
| News | Contact: |
| Caroline Monahan | |
| 843-740-2068 | |
| caroline.monahan@ingevity.com | |
| Investors: | |
| John E. Nypaver, Jr. | |
| 843-740-2002 | |
| investors@ingevity.com |
Ingevityannounces key leadership transitions
NORTH CHARLESTON, S.C., Dec. 8, 2025 – Ingevity Corporation (NYSE: NGVT) today announced pivotal executive leadership changes as it completes its strategic portfolio review and positions the company for the future.
Chieffinancial officer transition
Mary Dean Hall, executive vice president and chief financial officer (CFO), will transition from her current role effective May 1, 2026, and continue to support the company in an advisory capacity for a period of one year. Hall has served as CFO since 2021, playing a critical role in strengthening Ingevity’s financial foundation, enhancing operational discipline and supporting strategic growth initiatives. Under her financial leadership, the company achieved significant margin expansion, improved its capital structure and delivered strong free cash flow performance.
“Mary has been a trusted advisor and a driving force behind our financial strategy,” said Dave Li, president and CEO. “Her deep expertise and steady guidance have been instrumental in positioning Ingevity for long-term success. We are grateful for her leadership and pleased she will continue to support the company during this transition.”
The company has appointed Phillip J. Platt, currently senior vice president, finance and chief accounting officer, as Hall’s successor and member of the executive leadership team, effective May 1, 2026. Since joining Ingevity in 2015, Platt has held key finance leadership roles where he led improvements in financial reporting, drove business process transformation and led implementation of the company’s global enterprise resource planning (ERP) system. His experience overseeing global finance operations and driving technology-enabled process improvements positions him well to guide Ingevity’s financial strategy and support the company’s long-term growth.
PerformanceChemicals business president transition
Rich White, senior vice president and president, Performance Chemicals, will transition to a special projects role, effective January 1, 2026, and will depart the company on May 1, 2026. White was named president of the Performance Chemicals segment in 2021 and has since led Performance Chemicals through a period of strategic repositioning, including margin improvement initiatives, product mix optimization and operational streamlining.
“We appreciate Rich’s leadership and contributions to Ingevity,” said Li. “Over the past several years, he has guided the business through complex market conditions and led efforts to restructure the segment portfolio in alignment with our strategic priorities. As he transitions from his current role, we are grateful for his guidance and know his expertise will help ensure continuity and stability.”
Newsenior vice president of operations appointment
Ingevity also announced the appointment of Reid Clontz to the role of senior vice president, operations and member of Ingevity’s executive leadership team, effective December 8, 2025. Clontz most recently served as vice president, global operations at Ingevity and brings more than two decades of chemical industry experience to his role, leading operations across multiple manufacturing sites, improving process efficiency and aligning production with sustainability goals. His leadership has been instrumental in optimizing plant operations and driving continuous improvement across the company’s global locations. In his new role, Clontz also assumes leadership for the company’s supply chain, procurement and safety functions.
“These leadership transitions reflect our commitment to evolving our organization to support long-term strategic priorities,” said Li. “We thank Mary and Rich for their significant contributions and are excited to welcome Reid and Phil into their new roles, confident that their deep operational and strategic expertise will help position Ingevity for continued growth and success.”
Ingevity:Purify, Protect, 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 pavement 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 24 locations around the world and employs approximately 1,500 people. The company’s common stock is traded on the New York Stock Exchange (NYSE:NGVT). For more information, visit ingevity.com.
ForwardLooking Statement:
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, leadership transitions; expected financial positions, guidance, results of operations and cash flows; financing plans; and 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 most recent 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.