SecProbe.io

March 21, 2025
Courtney R. Mather
Chief Executive Officer
Ingevity Corp
Vision One Fund, LP
800 Brickell Ave., Suite 601
Miami, FL 33131
Re:Ingevity Corp
PREC14A filed March 14, 2025
Filed by Vision One Fund, LP et al.
File No. 001-37586
Dear Courtney R. Mather:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREC14A filed March 14, 2025
General
Please avoid issuing statements that directly or indirectly impugn the character,
integrity or personal reputation or make charges of illegal, improper or immoral
conduct without factual foundation. Please provide us supplementally, or disclose, the
factual foundation for the following statements. In this regard, note that the factual
foundation for such assertion must be reasonable. Refer to Rule 14a-9 of the
Exchange Act.
•"We strongly believe that the Company needs new directors that are not beholden
to any of the Company's legacy directors..."
"We believe that the current Board of Ingevity will continue to struggle to
implement an effective corporate strategy unless representatives of the
stockholders who are not beholden to Mr. Fernandez-Moreno are seated on the •1.

March 21, 2025
Page 2
Board."
•"...we have no assurance that Mr. Willis is not beholden to Mr. Fernandez-Moreno
and that this Board will not continue selecting Board members with past
relationships with existing directors."
•"We believe that the Board's appointment of Mr. Fernandez-Moreno to act as the
Company's Interim President and Chief Executive Officer with an excessive pay
package demonstrates that the current Board is beholden to Mr. Fernandez-
Moreno."
Reasons for Our Solicitation, page 13
2.We note your reference to "the Company's acquisition spree" on page 13. Please
revise to clarify the basis for this statement since the only acquisition mentioned in
your disclosure appears to be the March 2018 acquisition of Georgia-Pacific's
Chemicals business.
Proposal 2, page 22
3.Please revise your disclosure to explain the criteria used to select the comparable
companies referenced in footnote 10 on page 22 and the bases underlying the criteria
used. In this regard, we note that many of the comparable companies listed in your
filing are not among those in the peer group used by the Company's Talent and
Compensation Committee in recent years.
Other Proposals, page 26
4.We note your disclosure on page 26 and in the form of proxy that you intend to vote
unmarked proxy cards as abstain for Proposal 4, while you state that you make no
recommendation for that proposal on page 25 and in the form of proxy. Please revise.
In this regard, we note also the following disclosure on page 2: "we are soliciting
proxies to be used at the Annual Meeting" to "[a]pprove the Ingevity Corporation
2025 Omnibus Incentive Plan..."
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Dan Duchovny at 202-
551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions