We recognize that strong corporate governance practices contribute to long-term stockholder value. We are committed to sound governance practices, including those described below.

mail, instructions for voting via the Internet, by telephone or by mail are set forth on the paper proxy card. Please follow the directions on your proxy card carefully. Even if you plan to attend the Annual Meeting in person, we encourage you to vote your shares ahead of time.

~~Beneficial Owner.~~ ~~If you are a beneficial owner, you may vote by following the instructions on the voting instruction form or notice provided to you by the bank or broker that holds your shares.~~

~~May I revoke my proxy and change my vote?~~

~~If you are a stockholder of record, you may revoke your proxy and change your vote before the polls close at the Annual Meeting by doing one of the following:~~

~~Voting again by telephone or over the Internet prior to 11:59 p.m., Eastern Daylight Time, on April 25, 2018.~~

~~Giving written notice to the Corporate Secretary of the Company.~~

~~Delivering a later-dated proxy to the Company.~~

~~Voting in person at the Annual Meeting.~~

~~If you are a beneficial owner, please check your voting instruction form or contact the bank or broker that holds your shares for instructions on how to revoke or change your voting instruction.~~

~~What is the difference between a stockholder of record and a~~ ~~beneficial owner?~~

~~If your shares are registered in your name on the books and records of our transfer agent, you are a “stockholder of record.” We therefore sent the Notice or Proxy Materials directly to you.~~

If your shares are held for you in the name of your broker or bank, your shares are held in “street name” and you are considered the “beneficial owner” of your shares and the broker or bank is considered to be the stockholder of record.

If you are a beneficial owner, the Notice or Proxy Materials have been forwarded to you by the broker or bank that holds your shares and, as the beneficial owner, you have the right to direct your broker or bank on how to vote your shares by using the voting instruction form provided to you by your broker or bank.

~~Who is entitled to vote at the Annual Meeting?~~

~~All Ingevity stockholders who owned Common Stock as of the close of business on the Record Date are entitled to vote at the Annual Meeting.~~

~~How many votes are entitled to be cast at the Annual Meeting?~~

~~Each Ingevity stockholder is entitled to one vote for each share of Common Stock owned as of the Record Date. There~~

~~were 42,214,055 shares of Common Stock outstanding on the Record Date. There is no cumulative voting.~~

~~When and where is the Annual Meeting, and who may attend?~~

~~The Annual Meeting~~ will be ~~held on April 26, 2018 at 9:30 a.m., Eastern Daylight Time, at The Daniel Island Club, 600 Island Park Dr., Charleston, South Carolina. The meeting~~

~~room will open at 9:00 a.m. and registration will begin at that time. Stockholders who are entitled~~reduced to ~~vote, and our invited guests, may attend the Annual Meeting.~~

~~What do I need to bring to attend the Annual Meeting?~~

~~What you need in order to attend the Annual Meeting depends upon whether you are a stockholder of record or beneficial owner.~~nine.

~~Stockholders of Record.~~ ~~If you are a stockholder of record and plan to attend the Annual Meeting, please bring photo~~

identification. Stockholders of record will be admitted only upon verification of ownership at the admission counter. Once admitted to the Annual Meeting, stockholders of record may vote their shares in person by completing the ballot made available at the meeting.

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~~Beneficial Owner.~~ If you are a beneficial owner and plan to attend the Annual Meeting, you must present proof of your ownership of shares of Common Stock as of the Record Date, such as a bank or brokerage account statement, and photo

~~identification. If you wish to vote at the Annual Meeting, you must also bring a legal proxy provided by the bank or broker that holds your shares.~~

~~How many votes must be present to hold the Annual Meeting?~~

In order for us to conduct the Annual Meeting, a majority of the shares outstanding as of the Record Date, or 21,107,028 shares, must be present in person or by proxy. This is referred to as a quorum. If a share is represented for any matter at the Annual Meeting, it is deemed to be present for quorum purposes. Abstentions and shares held of record by

a bank or broker or its nominee (“Broker Shares”) that are voted on any matter are included in determining the number of shares present at the Annual Meeting. However, Broker Shares that are not voted on any matterEach director elected at the Annual Meeting will ~~not be included in determining whether a quorum is present at such meeting.~~

~~What proposals will be voted on at~~serve until the ~~Annual Meeting?~~

~~The following proposals will be voted on at the Annual Meeting, along with any other business properly presented at the meeting:~~

~~Proposal No. 1~~ ~~— Election~~2025 annual meeting of ~~the two~~stockholders and until his or her successor has been elected and qualified. Each director ~~nominees named in this Proxy Statement.~~

~~Proposal No. 2~~ ~~— Approval, on an advisory (non-binding) basis, of the compensation paid~~nominee has consented to ~~Ingevity’s named executive officers (“Say-on-Pay”).~~

~~Proposal No. 3~~ ~~— Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2018.~~

~~The Board recommends that you vote “FOR” both director nominees~~being named in this Proxy Statement and ~~“FOR” Proposals 2 and 3.~~

~~How many votes are needed~~ to ~~approve each proposal?~~

~~Proposal No. 1:~~ ~~To be elected~~serving as a director if elected. If any nominee is unable to stand for election for any reason, the Common Stock represented at our Annual Meeting by proxy may be voted for another candidate proposed by our Board, or our Board may choose to reduce its size.

The information below summarizes the particular experience, qualifications, attributes and skills of each nominee. The Nominating & Governance Committee and the Board believe that, as a group, these nominees provide our Board with a strong balance of experience, leadership, qualifications, attributes and skills, and that each individual nominee ~~will need~~can make a significant contribution to receive a majority of the votes cast, which means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” the director nominee. Any director nominee who is not elected shall offer to tender his or her resignation to the Chairman of the Board and ~~the Nominating and Governance Committee. Abstentions and broker non-votes will have no effect on the outcome~~should serve as a director of the ~~election of directors.~~Company.

Proposal No. 2:Vote Required: An affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required to approve, on an advisory basis, the compensation paid to Ingevity’s named executive officers. Abstentions will

~~have the same effect as voting against this proposal because they are considered present and entitled to vote on this proposal. Broker non-votes will have no effect on the outcome of this proposal.~~

~~Proposal No. 3:~~ An affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required for the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2018. Abstentions will have the same effect as voting against this proposal because they are considered present and entitled to vote on this proposal. Broker non-votes will have no effect on the outcome of this proposal.

~~What is discretionary voting by brokers and what is a broker~~ ~~non-vote?~~

If you are a beneficial owner and hold shares through an account with a bank or broker, your shares may be voted on certain matters even if you do not provide voting instructions. Brokerage firms have the discretionary authority under the New York Stock Exchange (“NYSE”) rules to vote shares for which their customers do not provide voting instructions on “routine” matters. The ratification of the appointment of

PricewaterhouseCoopers LLP is considered a routine matter. The election of directors and the advisory approval of the Say-on-Pay proposal are not considered routine. When a matter is not routine and the brokerage firm has not received voting instructions from the beneficial owner, the brokerage firm cannot vote the shares on that matter. This is called a broker non-vote.

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~~What if I do not specify a choice for a matter when returning a~~ ~~proxy?~~

~~Proxies signed and returned by stockholders of record that do not contain voting instructions will be voted:~~

~~“FOR” the election of each of the director nominees named in this Proxy Statement,~~

~~“FOR” the approval of the advisory Say-on-Pay proposal,~~

~~“FOR” the ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, and~~

~~in accordance with the best judgment of the named proxies on any other matters properly brought before the Annual Meeting.~~

~~Will there be any other matters of business addressed at the~~ ~~Annual Meeting?~~

~~As of the date of this Proxy Statement, we are not aware of any other matter that will be properly brought before the Annual Meeting. If other matters are properly introduced, the~~

~~persons named in the proxy as the proxy holders will vote on such matters in their discretion.~~

~~Who bears the expenses of solicitation?~~

We will bear the cost of solicitation of proxies by the Board in connection with the Annual Meeting. We will reimburse brokers, fiduciaries and custodians for reasonable expenses incurred by them in forwarding Proxy Materials to beneficial owners of Common Stock held in their names. Proxies may be

solicited by mail, personally or by telephone, facsimile or other means of communication by our officers and other employees. These people will receive no additional compensation for these services, but will be reimbursed for any expenses incurred by them in connection with these services.

~~What is Ingevity’s principal executive office address?~~

~~The address of Ingevity’s principal executive offices is:~~
~~5255 Virginia Ave, N. Charleston, South Carolina 29406.~~

~~What is “householding” and how does it affect me?~~

Householding refers to a procedure allowed by the SEC to reduce the number of copies of the notice or proxy materials mailed to one address, unless their broker, bank or other nominee has received contrary instructions from any beneficial holder at that address. Under this procedure, we will deliver one Notice or one set of printed Proxy Materials to stockholders of record residing at the same address, unless we receive instructions from such stockholders to the contrary. If you reside at the same address as other stockholders of record and would like to receive a separate Notice or set of Proxy Materials, please contact us at

1-844-643-8489 (1-84-INGEVITY) or at Ingevity Corporation, 5255 Virginia Ave, N. Charleston, SC 29406, Attn: Katherine P. Burgeson, Secretary, and we will promptly deliver a separate set to you. If you and other stockholders of record residing at the same address received multiple Notices or sets of the Proxy Materials and would like to receive a single Notice or set in the future, please contact us as described above. Beneficial owners with questions about combined mailings should contact the bank or broker holding their shares.

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~~PROPOSAL NO. 1 — ELECTION OF DIRECTORS~~

Ingevity’s Board currently consists of seven members divided into three classes. Our governing documents provide for a gradual phase-out of the classification of our board, which will be complete as of the 2019 annual meeting of Stockholders (the “2019 Annual Meeting”).

Classes I and III are collectively composed of five directors whose current terms expire at the 2019 Annual Meeting. Class II is composed of the two directors who have been nominated for election at this Annual Meeting, for a one year term expiring at the 2019 Annual Meeting. Therefore, beginning with the 2019 Annual Meeting, all of our directors will stand for election each year for annual terms, and our board will no longer be divided into three classes.

At any meeting of stockholders for the election of directors at which a quorum is present, the election will be determined by a majority of the votes cast by the stockholders entitled to vote in the election, except that in the case of a contested election, the election will be determined by a plurality of the votes cast by the stockholders entitled to vote in the election.

The ~~Board has nominated J. Michael Fitzpatrick~~election of directors is not contested at this Annual Meeting. Abstentions and ~~Frederick J. Lynch for election as Class II directors. Both~~broker non-votes will have no effect on the outcome of the ~~nominees are current members~~election of ~~the Board.~~directors.

The Nominating and Governance Committee (the “Governance Committee”) recommended both Mr. Lynch and Mr. Fitzpatrick for nomination. Based on this recommendation and each nominee’s credentials and experience outlined below, the Board has determined that each such nominee can make a significant contribution to the Board and should serve as a director of the Company.

~~Any director who is not elected shall offer to tender his or her resignation to the Chairman~~

Recommendation of the Board

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

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Director Nominees

	JEAN S. BLACKWELL
	BOARD COMMITTEES ■ T&C ■ Nominating & Governance ■ Executive (Chair)	OTHER PUBLIC COMPANY DIRECTORSHIPS ■ Johnson Controls International plc (since 2018) ■ Celanese Corporation (since 2014)

Age: 69 Director since: 2016 Independent chair since: 2021	SKILLS AND EXPERIENCE Ms. Blackwell has substantial experience in the areas of finance and law, and also as to matters of corporate responsibility, sustainability and human resources, having served both as a public company Chief Financial Officer and General Counsel, among other corporate leadership roles. She also has significant oversight and governance expertise as an experienced public company board member, having served in a number of committee chair roles. From 2016 until she took over as Board chair in 2021, Ms. Blackwell served as the chair of our Audit Committee. ADDITIONAL INFORMATION Ms. Blackwell has served as a director on numerous non-profit boards. Ms. Blackwell holds a bachelor’s degree in economics from The College of William and Mary and a juris doctor degree from the University of Michigan.	PROFESSIONAL HIGHLIGHTS Chief Executive Officer of Cummins Foundation and Executive Vice President of Corporate Responsibility for Cummins Inc. (“Cummins”) from 2008 until her retirement in 2013. Previous positions with Cummins (joined in 1997) included Chief Financial Officer; Vice President, business services; Vice President, human resources; and General Counsel. Earlier experience includes Budget Director for the State of Indiana; Executive Director of the Indiana State Lottery Commission, and Partner at the law firm of Bose McKinney & Evans, LLC. PRIOR PUBLIC COMPANY DIRECTORSHIPS ■ Essendant Inc. (formerly, United Stationers Inc.) (former public company) (2007-2018) ■ The Nassau Companies of New York (formerly Phoenix Companies, Inc.) (former public company) (2004-2009)

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	LUIS FERNANDEZ-MORENO
	BOARD COMMITTEES ■ Nominating & Governance (Chair) ■ Sustainability & Safety ■ Executive	OTHER PUBLIC COMPANY DIRECTORSHIPS ■ Select Energy Services, Inc. (since 2022)

Age: 61 Director since:2016	SKILLS AND EXPERIENCE Mr. Fernandez-Moreno has over thirty years of executive and operational experience in the performance materials, specialty chemicals and coatings industries. He has significant mergers and acquisitions (“M&A”) and international business experience, having held leadership roles in complex global business operations in the United States, Mexico, Brazil, France and the United Kingdom. Mr. Fernandez also has extensive expertise in the area of sustainability with a focus on integrating responsible environmental, social and governance principles and metrics into global business strategies to maximize stakeholder value. ADDITIONAL INFORMATION Mr. Fernandez-Moreno has served as a member of several private and non-profit company boards including Hasa, Inc., a portfolio company of Wind Point Partners (commencing in 2023); Huber Engineered Materials, a portfolio company of J.M. Huber Corporation, since 2019; Ascensus Specialties International Company, a portfolio company of Wind Point Partners (2017-2021); and OQ Chemicals GmbH (formerly Oxea S.a.r.l.), a subsidiary of OQ, an integrated energy company, owned by the Oman government, from 2018 to 2023. Mr. Fernandez-Moreno holds a bachelor’s degree in chemical engineering from Universidad Iberoamericana in Mexico City, Mexico, and is a graduate of the Wharton Management Certificate Program at the University of Pennsylvania.	PROFESSIONAL HIGHLIGHTS Sole Manager and Member of Strat and Praxis LLC, a consulting services company, since June 2018. Executive Advisor, Wind Point Partners (since December 2023). Senior Vice President of Ashland Inc. (“Ashland”) (2012-2017), including serving as President of its Chemicals Group (2015-2017); President, Ashland specialty ingredients (2013-2015); and President, Ashland water technologies (2012-2013). Previous experience included 27 years at Rohm & Haas Company and, after its acquisition, with The Dow Chemical Company. He also served as Executive Vice President at Arch Chemicals until its acquisition by Lonza Group AG (2010-2011).

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	JOHN C. FORTSON
	SKILLS AND EXPERIENCE Mr. Fortson has served as our President and Chief Executive Officer since September 2020. From 2015 to April 2021, he served as the Company’s Chief Financial Officer, and from 2015 to February 2021, he served as the Company’s Treasurer. Mr. Fortson has more than 23 years of experience in executive, management, strategic planning, financial, M&A and sustainability matters and has held leadership positions in the chemicals, manufacturing, global aerospace and defense industries. ADDITIONAL INFORMATION Mr. Fortson has served as a member of private and non-profit company boards, including as a member of the board of the American Chemistry Council (2021-present), and as a member of the Medical University of South Carolina Heart and Vascular Advisory Board (2017-present). Mr. Fortson has a bachelor’s degree from the United States Military Academy at West Point and a master’s degree in business administration from Duke University’s Fuqua School of Business.	PROFESSIONAL HIGHLIGHTS President and Chief Executive Officer of Ingevity since September 2020. Served as Chief Financial Officer and Treasurer of Ingevity from 2015-2021. Vice President, Chief Financial Officer, and Treasurer, AAR Corporation (2013–October 2015). Managing Director, Bank of America Merrill Lynch (2007–2013).
Age: 56 Director since: 2020

	DIANE H. GULYAS
	BOARD COMMITTEES ■ T&C (Chair) ■ Nominating & Governance ■ Executive	OTHER PUBLIC COMPANY DIRECTORSHIPS ■ Expeditors International of Washington, Inc. (since 2015)

Age: 67 Director since: 2019	SKILLS AND EXPERIENCE Ms. Gulyas’ qualifications to serve as a director include her extensive executive experience at one of the world’s largest chemical companies, as well as her extensive experience in international operations, sustainability, global manufacturing and sales, including in the automotive parts industry. Ms. Gulyas also has significant oversight and governance expertise as an experienced public company board member. ADDITIONAL INFORMATION Ms. Gulyas has served on the boards of several non-profit and private companies, including as chair of the board of directors of the Ladies Professional Golfing Association (2016-2022). Ms. Gulyas has a bachelor’s degree in chemical engineering from the University of Notre Dame.	PROFESSIONAL HIGHLIGHTS President, Performance Polymers business of E.I. du Pont de Nemours (“du Pont”) from 2009 until her retirement in 2014. Previous positions in her thirty-five year du Pont career include Global Chief Marketing and Sales Officer (2004-2006); Group Vice President of the electronic and communication technologies platform (2002-2004); and Vice President and General Manager of the advanced fiber business (1997-2001). PRIOR PUBLIC COMPANY DIRECTORSHIPS ■ W.R. Grace & Co. (former public company) (2015-2021) ■ Mallinckrodt Pharmaceuticals (2013-2018) ■ Navistar International Corporation (2009-2012) ■ Viasystems (former public company) (2003-2009)

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	BRUCE D. HOECHNER
	BOARD COMMITTEES ■ T&C ■ Nominating & Governance	OTHER PUBLIC COMPANY DIRECTORSHIPS ■ Curtiss Wright Corp. (since 2017)

Age: 64 Director since: 2023	SKILLS AND EXPERIENCE Mr. Hoechner has experience leading a publicly traded, global manufacturing company and has significant expertise in international marketing and business strategy development. Mr. Hoechner has significant oversight and governance expertise as an experienced public company board member, having served on governance and finance committees. ADDITIONAL INFORMATION Mr. Hoechner has served on non-profit boards. He holds a Bachelor of Science degree in chemical engineering from Pennsylvania State University and is a graduate of the Wharton Management Certificate Program at the University of Pennsylvania.	PROFESSIONAL HIGHLIGHTS President & CEO of Rogers Corporation from 2011 until his retirement in 2022. Director of Rogers Corporation from 2017 until 2023. Various positions of increasing responsibility with Rohm and Haas Company for whom he worked for 28 years and with The Dow Chemical Company (after its acquisition of Rohm and Haas), including over ten years spent living and working in Asia, culminating as President, Asia Pacific Region, Dow Advanced Materials Division (2009-2011).

	FREDERICK J. LYNCH
	BOARD COMMITTEES ■ T&C ■ Audit

Age: 59 Director since: 2016	SKILLS AND EXPERIENCE Mr. Lynch served as President and Chief Executive Officer of a public, global manufacturing company for twelve years until his retirement in 2019, also having served as a director for that organization. He also brings substantial prior executive experience in the chemicals industry, and in-depth knowledge of global business, manufacturing, supply chain management, sustainability and strategic planning. He is an “audit committee financial expert” under SEC rules. ADDITIONAL INFORMATION Mr. Lynch has served on the board of several non-profit and private companies. Mr. Lynch has a bachelor’s degree in chemical engineering from Villanova University and a master’s degree in business administration from Temple University.	PROFESSIONAL HIGHLIGHTS Operating Partner, AEA Investors, LP, a global private investment firm (since 2020); Board Chair, Verdesian Life Sciences (since 2023); Director of TileBar (since 2023), Ascential Technologies (since 2022), Traeger Grills (2020-2021), and Process Sensing Technologies (since 2020) (portfolio companies of AEA Investors, LP). President and CEO of Masonite International Corporation, a global manufacturer of doors and door systems from 2006 until his retirement in 2019. Previous experience includes President of human generics division and Senior Vice President of global supply chain for Alpharma, Inc. (2003-2006), and eighteen years at Honeywell International, including Vice President and General Manager of its specialty chemicals business. PRIOR PUBLIC COMPANY DIRECTORSHIPS ■ Masonite International Corporation (2009-2019)

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	KAREN G. NARWOLD
	BOARD COMMITTEES ■ Audit ■ Sustainability & Safety (Chair) ■ Executive

Age: 64 Director since: 2019	SKILLS AND EXPERIENCE Ms. Narwold has over thirty years of executive, management, legal and compliance experience in chemicals and manufacturing, including as Chief Administrative Officer and General Counsel of several public companies. Her areas of expertise include law, corporate governance, compliance, executive compensation, risk oversight, strategic planning, M&A and cybersecurity. Ms. Narwold also has expertise in the area of sustainability with a focus on leveraging best-in-class benchmarking to drive corporate accountability and reporting. ADDITIONAL INFORMATION Ms. Narwold has bachelor’s degree in political science from the University of Connecticut and a juris doctor degree from the University of Connecticut School of Law.	PROFESSIONAL HIGHLIGHTS Executive Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary of Albemarle Corporation (“Albemarle”), a global specialty chemicals company, from 2010 until her retirement in 2023, including leadership of the legal, public affairs (government and regulatory affairs and communications) and compliance organizations. She was also a member of Albemarle’s Enterprise Risk Management and Disclosure Committees. Previously held various leadership roles at Symmetry Holdings (2007-2010) and Barzel Industries (2008-2009), including for both as General Counsel, and at GrafTech International (1990-2006), a global graphite and carbon manufacturer and former subsidiary of Union Carbide, including serving as Vice President, human resources, General Counsel and Secretary.

	DANIEL F. SANSONE
	BOARD COMMITTEES ■ Audit (Chair) ■ T&C ■ Executive	OTHER PUBLIC COMPANY DIRECTORSHIPS ■ AdvanSix Inc. (since 2016)

Age: 71 Director since: 2016	SKILLS AND EXPERIENCE Mr. Sansone has extensive executive and general management experience and substantial financial expertise, including service as Chief Financial Officer and Treasurer at a global manufacturing public company and is an “audit committee financial expert” under SEC rules. Given his level of financial expertise, Mr. Sansone is well qualified to chair the Company’s Audit Committee. He also brings expertise in the asphalt and paving markets. ADDITIONAL INFORMATION Mr. Sansone has a bachelor’s degree in finance from John Carroll University and a master’s degree in business administration from the Illinois Institute of Technology.	PROFESSIONAL HIGHLIGHTS Executive Vice President and Chief Financial Officer at Vulcan Materials Company (“Vulcan”), an S&P 500 company and the largest U.S. producer of aggregate-based construction materials, including asphalt, from 2005 until his retirement in 2014. Other roles at Vulcan included President, southern and gulf coast division; President, Gulf Coast Materials; EVP, Strategy; Treasurer; and Corporate Controller. Before joining Vulcan, Mr. Sansone held positions domestically and internationally at Monroe Auto Equipment (now Tenneco Inc.), FMC Corporation (1978-1986), and Kraft Inc. (1976-1978).

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	BENJAMIN G. (SHON) WRIGHT
	BOARD COMMITTEES ■ Audit ■ Sustainability & Safety

Age: 49 Director since: 2022	SKILLS AND EXPERIENCE Mr. Wright is an executive with extensive international manufacturing experience with industrial and chemical companies. As President of Cummins Engine Components, he is responsible for approximately 7,000 employees and 14 manufacturing locations. Mr. Wright also holds a certification in cybersecurity oversight from Carnegie Mellon University’s Software Engineering Institute. ADDITIONAL INFORMATION Mr. Wright has served on non-profit and private company boards, including as a member of the Board of Trustees at The Children’s Museum of Indianapolis (from 2019-2021). He holds a Bachelor of Science degree in chemical engineering from the University of South Carolina, and a Master of Business Administration degree from Harvard Business School.	PROFESSIONAL HIGHLIGHTS Vice President, Cummins Incorporated & President, Cummins Engine Components; various positions of increasing responsibility over a 19-year career at Cummins. Chemical Engineer, British Petroleum (1997-2002)

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Summary of the Director Nominees’ Skills and Experience

The Company’s Board consists of a diverse group of respected leaders who possess the ~~Governance Committee.~~requisite skills, experience and character to effectively oversee Ingevity’s evolving needs and strategy. The ~~Governance Committee will promptly consider~~following chart summarizes the ~~resignation offer and make a recommendation to~~core competencies that the Board considers valuable for effective governance and oversight and illustrates how the current Board members individually and collectively represent these key competencies.

Skill/Experience		Blackwell	Fernandez- Moreno	Fortson	Gulyas	Hoechner	Lynch	Narwold	Sansone	Wright
	Industry or Market Experience
	C-Suite Experience
	Other Public Company Board Experience
	International Manufacturing Experience (P&L)
	Executive Compensation/Human Capital Management
	SEC Financial Expert*
	Enhances Diversity
	Substantial M&A/Joint Venture Experience
	Compliance/Legal Experience
	Environmental, Safety & Sustainability Experience
	Cybersecurity Experience
	Risk Management

While each of Ms. Blackwell, Mr. Fortson, and Mr. Hoechner meet the qualifications of an audit committee financial expert under the SEC rules, none of them presently serve on the Audit Committee or are formally designated as an audit committee financial expert for the Company.

In addition, many of our directors have experience as members of non-profit, academic and philanthropic institutions, which adds additional perspective to ~~whether to accept or reject the tendered resignation~~their roles at Ingevity.

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Board and whether other action should be taken. The Board will act on the tendered resignation within 90 days following the stockholders’ meeting at which the election occurred. TheCorporate Governance Committee, in making its recommendation, and the Board, in making its decision, may consider all the information, factors and alternatives it considers appropriate. Any director who offers his or her resignation pursuant to this provision may not participate in the Governance Committee deliberations and recommendation or in the Board’s decision whether to accept or reject the resignation offer.Matters

The information below provides biographical information about each continuing director and each nominee for director, including information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that factored into the Board’s determination that the person should serve as a director of the Company. Each of the preceding seven persons has served as a director of Ingevity since the Company became public on May 15, 2016.

~~The Board recommends a vote “FOR” each of J. Michael Fitzpatrick and Frederick J. Lynch to~~ ~~the Board, each to serve for a one-year term or until his successor is duly elected and qualified.~~

~~Current Director Nominees~~

~~J. Michael Fitzpatrick~~ ~~(age 71). Dr. Fitzpatrick is a member~~

Role of the Board of Directors of McCormick &

The Board is responsible for overseeing and providing guidance on the Company’s strategy, business and performance, and protecting stockholder interests and value. In addition, the Board is responsible for appointing, overseeing and evaluating the executive officers who manage the Company’s day-to-day operations. The Board oversees management’s activities to ensure that the Company’s assets are properly safeguarded; that the Company ~~a manufacturer of spices, herbs~~maintains appropriate financial and ~~flavorings,~~other internal controls; and ~~serves on its Audit Committee. Dr. Fitzpatrick has served as a McCormick director since November 2001. He also has served as Chairman~~that the Company complies with responsible corporate governance practices, and applicable laws, regulations and ethical standards. One of the Board’s most important functions is oversight of risk management, including cybersecurity. This is discussed further below under the section titled “Board’s role in risk oversight.”

The Board actively oversees the development and execution of ~~Directors of Aurora Plastics, Inc., a privately held company, since August 2016. Dr. Fitzpatrick previously served as a director of NOVOLEX, a privately held company, from 2013~~our strategies, including those related to ~~2016. Dr. Fitzpatrick has been an Executive Advisor Partner at Wind Point Partners since March 2005,~~business, operations and was Chairman and Chief Executive Officer of Citadel Plastics Holdings, Inc., a plastics manufacturer, from March 2007 to 2012. Previously, Dr. Fitzpatrick spent thirty years with Rohm & Haas Company, serving most recently as President and COO. Dr. Fitzpatrick served on the Board of Directors of Carpenter Technology Corporation, and on the Board of Directors of SPX Corporation. Dr. Fitzpatrick serves on various non-profit boards. Dr. Fitzpatrick’s qualifications to serve as director include senior executive experience at a publicly traded multinational company, general management experience in international operations, a high level of financial literacy, and extensive experience in mergers and acquisitions.

~~Frederick J. Lynch~~ (age 53). Mr. Lynch has served as President of Masonite International Corporation, a global manufacturer of interior doors and entry door systems, since July 2006 and Chief Executive Officer since May 2007. He has served on the Masonite International Corporation Board of Directors since June 2009. Masonite filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code on March 16, 2009 and emerged from reorganization proceedings on June 9, 2009. Mr. Lynch joined Masonite from Alpharma Inc., where he served as President of the human generics division and Senior Vice President of global supply chain. Prior to joining Alpharma, Mr. Lynch spent nearly 18 years at Honeywell International Inc., most recently as Vice President and General Manager of its specialty chemical business. Mr. Lynch serves on various non-profit boards. Mr. Lynch’s qualifications to serve as a director include his extensive global operating experience in midsize to Fortune 100 multinational manufacturing corporations, which has provided him with a deep knowledge of international business and strategic planning,finance, as well as ~~his role as President, CEO~~strategies focused on legal and ~~board member at Masonite.~~regulatory matters, corporate responsibility and sustainability, stockholder engagement, innovation and protection of intellectual property, cybersecurity, talent development and executive succession.

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~~Continuing Directors with Terms Expiring in 2019~~

~~Jean S. Blackwell~~ ~~(age 63). Ms. Blackwell has served as a member of~~In carrying out its responsibilities, the Board ~~of Directors, a member of the Human Resources Committee,~~has created and the Chair of the Nominating and Governance Committee of Celanese Corporation, a global technology and specialty materials company, since March 2014. She has also served as a member of the Board of Directors of Essendant Inc. (formerly United Stationers Inc.), a leading national wholesale distributor of business products, since May 2007. She is currently a member of the Audit Committee and Governance Committee at Essendant, having previously served as Chair of the Governance Committee. She has also served as a member of the Board of Directors and Chair of the Audit Committee of Phoenix Companies, Inc., a life insurance company. Ms. Blackwell served as CEO of Cummins Foundation and Executive Vice President of Corporate Responsibility of Cummins Inc. from March 2008 until her retirement in March 2013. At Cummins she previously served as Executive Vice President and CFO, Vice President, Cummins Business Services, Vice President, Human Resources, and Vice President and General Counsel. Priordelegated responsibilities to joining Cummins, Ms. Blackwell served as the Budget Director for the State of Indiana, and as the Executive Director of the Indiana State Lottery Commission. Ms. Blackwell was previously a partner at Bose McKinney & Evans LLP, where she practiced in the area of financial and real estate transactions. Ms. Blackwell serves on various non-profit boards. Ms. Blackwell’s qualifications to serve as director include her in-depth knowledge of the business operations of a publicly traded company and a strong financial acumen from her senior management experience with various companies, including prior directorships at several public companies. She has a thorough understanding of public company financial reporting and is well versed in internal controls.five fully independent committees:

~~Luis Fernandez-Moreno~~ (age 55). Mr. Fernandez-Moreno has been a member of the board of directors of VSI Intermediate Holdings LLC, a portfolio company of WindPoint Partners, since December 2017. Mr. Fernandez-Moreno served as Senior Vice President of Ashland Inc., a specialty chemical company, from October 2013 and President of its Chemicals Group from April 2015 through February 2017. He previously served as President of Ashland Specialty Ingredients from October 2013 until April 2015. From November 2012 to October 2013, he was President of Ashland Water Technologies. Mr. Fernandez-Moreno served as Executive Vice President of HTH Water Products & Wood Protection for Arch Chemicals, Inc., from September 2010 until October 2011. Prior to joining Arch Chemicals, Mr. Fernandez-Moreno spent approximately 25 years at Rohm & Haas Company until it was acquired by Dow Chemical Company, after which he managed the newly-formed Dow Coatings Materials business until August 2010. Mr. Fernandez-Moreno’s qualifications to serve as director include his extensive experience in the chemicals industry, specifically his service as an executive officer of Ashland Inc., as well as his background in the development and implementation of merger and acquisitions plans, including successful acquisitions, joint ventures, and divestitures.

	■	The Audit Committee;
	■	The Talent and Compensation Committee (the “T&C Committee”);
	■	The Nominating and Governance Committee;
	■	The Sustainability and Safety Committee; and
	■	The Executive Committee.

~~Daniel F. Sansone~~ (age 65). Mr. Sansone has served as a member of the Board of Directors, a member of the Audit Committee, and Chairperson of the Compensation Committee of AdvanSix Inc. since September 2016. He also served as Executive Vice President of Strategy at Vulcan Materials Company from January 2014 to December 2014. Vulcan, an S&P 500 company, is the largest U.S. producer of construction aggregates and a major producer of ready-mixed concrete, asphalt mix. At Vulcan he served as Executive Vice President and CFO from February 2010 to January 2014. Mr. Sansone had previously served at Vulcan as Senior Vice President and CFO. He previously was President of Vulcan’s Southern and Gulf Coast Division. Mr. Sansone serves on various non-profit boards. Mr. Sansone’s qualifications to serve as a director include his 40 years of general management and financial experience both as an executive officer and board member of public companies and by reason of his background in the asphalt business from his career with Vulcan.

~~Richard B. Kelson~~ (age 71). Mr. Kelson is currently the Chairman of our Board. He is also the Chairman, President, and CEO of ServCo LLC, serving in that capacity since July 2009. Mr. Kelson also served as Alcoa Inc.’s Executive Vice President and CFO for nearly a decade, retiring in 2006 as Chairman’s Counsel. Prior to that, he was Alcoa, Inc.’s Executive Vice President — Environment, Health and Safety and General Counsel, and a member of the Executive Counsel, the senior leadership group that provides strategic direction for the company. He also served as an Operating Advisor with Pegasus Capital Advisors, L.P., a private equity fund manager. Mr. Kelson served as a member of the Board of Directors of MeadWestvaco Corporation, and its predecessor, Westvaco Corporation, from 2001 to 2015, and has served as a member of the Board of Directors of PNC Financial Services Group, Inc. since 2002, Anadigics, Inc. from February 2015 to March 2016, and Commercial Metals Company since 2010, where he is lead director and a member of the Audit Committee. Mr. Kelson has served as a director of Evocative Design LLC, a privately held company, since 2011, and has also served as a director of Shale-Inland Holdings, LLC (d/b/a FloWorks International, LLC), a privately held company, from 2012 until September 2017. He served as a Director of Lighting Science Group Corporation. Mr. Kelson has also served on various non-profit boards. Mr. Kelson’s qualifications to serve as a director include substantial experience in the areas of finance and safety and environment, which he gained during his service as an executive officer of a major publicly traded global company. Mr. Kelson also brings to the board legal expertise, having served as general counsel for Alcoa, Inc. In addition, Mr. Kelson brings additional public company board experience and leadership to our Board.

~~D. Michael Wilson~~ (age 55). Mr. Wilson serves as President and Chief Executive Officer of Ingevity. Mr. Wilson came to Ingevity from Albemarle Corporation, where he served as Executive Vice President of Albemarle and President of Albemarle’s Performance Chemicals business in 2015. Mr. Wilson served as President of Albemarle’s Catalyst

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Solutions business from September 2013 through 2014 and previously held a variety of business unit leadership roles at FMC Corporation over the course of more than fifteen years, including group head of Industrial Chemicals from 2003 to 2010, and President of the Specialty Chemicals group from 2011 to 2013. Prior to FMC Corporation, Mr. Wilson served various roles at Wausau Papers and Rexam. He holds a Bachelor of Science degree in chemistry from the University of North Carolina and a Master of Business Administration

from the Kenan-Flagler Business School at the University of North Carolina. Mr. Wilson’s qualifications to serve as director include his significant industry experience, having worked in the chemicals industry for more than twenty years. Furthermore, through his prior service as an executive officer for various companies, he has a track record of achieving growth through strategic positioning and mergers and acquisitions.

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~~CORPORATE GOVERNANCE~~

~~Corporate Governance Guidelines~~

~~Our Company is managed~~Each committee’s responsibilities are described under ~~the direction~~“Committees of our Board ~~which has adopted a set~~ of Directors.”

Corporate Governance Guidelines

The Board is committed to sound corporate governance policies and practices that are designed to enable Ingevity to operate responsibly and with integrity, to compete effectively, to sustain its business and to build long-term stockholder value. Our Board-approved Corporate Governance Guidelines (the ~~“Governance Guidelines”~~“Guidelines”) ~~to set forth certain corporate governance practices. The Governance Committee is responsible for reviewing periodically the Governance~~

~~Guidelines and making recommendations on governance issues that should be addressed by the Board. The Governance Guidelines~~ are available on our website at ~~http:~~https://ir.ingevity.com/~~governance/documents.~~corporate-governance/corporate-governance-documents.

The Guidelines form a transparent framework for the effective governance of Ingevity, addressing matters such as the respective roles and responsibilities of the Board and management, the Board’s leadership structure, director independence and Board and committee membership criteria. The Guidelines are reviewed at least annually by the Nominating & Governance Committee in light of changing regulations, evolving best practices and other governance developments.

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Board Leadership Structure

~~Director Independence~~

Our Board ~~annually conducts an assessment~~regularly reviews its leadership structure, how the structure is functioning, and whether the structure continues to be in the best interest of our stockholders. The Company’s current Board leadership structure consists of the following:

INDEPENDENT
CHAIR

JEAN S. BLACKWELL

Main Responsibilities:

■ Presides over Board and stockholder meetings

■ Provides advice and counsel to CEO

■ Acts as liaison between independent directors and CEO

■ Provides input to the T&C and Nominating & Governance Committees regarding the annual CEO performance evaluation, Board evaluation, and succession planning

■ Chairs the Executive Committee

PRESIDENT & CEO

JOHN C. FORTSON

Main Responsibilities:

■ Manages Ingevity’s day-to-day business and operations

■ Manages and develops Ingevity’s executive leadership team

■ Ensures proper execution of Ingevity’s corporate strategy

Our Guidelines do not contain a firm policy regarding separation of the offices of CEO and Chair. Instead, the Guidelines give the Board flexibility to make the determination that is in the best interests of the stockholders based on applicable circumstances at the time of the decision. Except in connection with a leadership transition in 2020, the Company has always separated the roles of Chair and CEO. The Board believes that separating the positions of CEO and Chair allows for clear delineation of the role of the Chair and minimizes duplication of effort between the CEO and the Chair. The separation of roles also allows the CEO to focus on executing Ingevity’s strategic plan and managing its operations and performance, and facilitates effective oversight by the Chair and improved communications and relations between the Board, the CEO, and other senior leaders of the Company.

The Guidelines provide that if the Chair is not independent, the Board must appoint a Lead Independent Director. During the leadership transition in 2020, Mr. Lynch served as the Lead Independent Director.

Ms. Blackwell has served as Independent Chair of the Board since February 2021. Our Board Chair is elected to serve a two-year term, unless otherwise determined by the Board. Upon the recommendation of the Nominating & Governance Committee and following its own review, the Board elected Ms. Blackwell in February 2023 to continue her service as Board Chair for another two-year term. Because Ms. Blackwell is an independent director, the Board has not deemed it necessary to appoint a lead independent director.

Committees of our Board of Directors

Our Board has established five standing committees to help the Board fulfill its responsibilities. Committee members are elected annually by the Board based on the recommendations of the Nominating & Governance Committee. Each committee operates under a charter, all of which are available at https://ir.ingevity.com/corporate-governance/corporate-governance-documents.

The Board has determined that each member of its standing committees is independent under the relevant SEC and New York Stock Exchange (“NYSE”) standards, including the heightened independence standards required for members of audit and compensation committees. For more information on independence standards, see “Director independence.”

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AUDIT COMMITTEE		2023 Meetings: 9 Average attendance in 2023: 93%
CHAIR Daniel F. Sansone*	MEMBERS Frederick J. Lynch* Karen G. Narwold William J. Slocum* Benjamin G. (Shon) Wright * Audit Committee Financial Expert	PRIMARY RESPONSIBILITIES: 1. Assist the Board with overseeing the integrity of the Company’s financial statements; 2. Review management’s assessments and reports relating to the effectiveness of the Company’s internal control over financial reporting; 3. Appoint, oversee, and evaluate the qualifications, performance, and independence of the independent auditor; 4. Oversee and evaluate the effectiveness of the Company’s internal audit function; 5. Review the overall adequacy and effectiveness of the Company’s legal, regulatory, and ethics and compliance programs; 6. Review significant legal, compliance, or regulatory matters; and 7. Review the Company’s financial risk exposures and mitigating actions.
ADDITIONAL GOVERNANCE MATTERS:
The Board has determined that each member of the Audit Committee is independent in accordance with the heightened independence standards established by the Securities and Exchange Act of 1934 (the “Exchange Act”) and adopted by the NYSE for audit committee members. The Board has also determined that each Audit Committee member is financially literate, as such qualification is interpreted by the Board in its business judgement, and that each of Messrs. Lynch, Sansone and Slocum is an “audit committee financial expert” under SEC rules. No member of our Audit Committee serves on the audit committee of more than three public companies. The Audit Committee’s report for December 31, 2023, appears under “Audit Committee Report.” William J. Slocum will not stand for reelection at the Annual Meeting.

TALENT AND COMPENSATION COMMITTEE		2023 Meetings: 7 Average attendance in 2023: 100%
CHAIR Diane H. Gulyas	MEMBERS Jean S. Blackwell Bruce D. Hoechner Frederick J. Lynch Daniel F. Sansone	PRIMARY RESPONSIBILITIES: 1. Evaluate the CEO’s performance and determine the CEO’s compensation based on such evaluation; 2. Review and approve the compensation of other executive officers; 3. Review and recommend to the Board for its approval Non-employee director compensation; 4. Administer the Company’s equity and other compensation plans and programs; 5. Review and make recommendations to the Board with respect to talent development and succession planning, diversity, equity, inclusion, and belonging programs, employee engagement initiatives, and corporate culture; and 6. Review incentive compensation arrangements to confirm that incentive pay aligns with Company goals and outcomes and does not encourage inappropriate risk-taking.
ADDITIONAL GOVERNANCE MATTERS:
The Board has determined that each member of the T&C Committee is (i) an “outside director” under Section 162(m) of the Internal Revenue Code, as amended (the “Code”) and (ii) a “non-employee director” under Section 16b-3(b)(3)(i) promulgated under the Exchange Act. The T&C Committee’s report for December 31, 2023, appears under “Talent and Compensation Committee Report.” In July 2023, the T&C Committee changed its name from the Leadership Development & Compensation Committee to the Talent & Compensation Committee and made other amendments to its charter to emphasize its role in talent development, employee engagement and corporate culture in addition to its traditional executive compensation oversight role.

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NOMINATING AND GOVERNANCE COMMITTEE		2023 Meetings: 5 Average attendance in 2023: 100%
CHAIR Luis Fernandez-Moreno	MEMBERS Jean S. Blackwell Diane H. Gulyas Bruce D. Hoechner	PRIMARY RESPONSIBILITIES: 1. Identify individuals qualified to become Board members and recommend nominees for election to the Board; 2. Make recommendations to our Board concerning the composition and needs of the Board and its committees; 3. Maintain a Board succession plan; 4. Advise our Board on corporate governance matters; 5. Oversee the annual Board and committee self-evaluation process; and 6. Review related party transactions.

SUSTAINABILITY AND SAFETY COMMITTEE		2023 Meetings: 5 Average attendance in 2023: 100%
CHAIR Karen G. Narwold	MEMBERS Luis Fernandez-Moreno William J. Slocum Benjamin G. (Shon) Wright	PRIMARY RESPONSIBILITIES: 1. Oversee and review Ingevity’s integration of economic, environmental, and social principles into its business strategy and decision making; 2. Oversee Ingevity’s policies, procedures and performance with respect to environmental and corporate social responsibility and sustainability programs; 3. Review Ingevity’s annual Sustainability Report; 4. Review and monitor Ingevity’s policies, procedures, and performance relating to matters affecting employee, public, process, and product safety; and 5. Review and monitor the Company’s policies, procedures, and performance relating to matters affecting community engagement.
ADDITIONAL GOVERNANCE MATTERS:
William J. Slocum will not stand for reelection at the Annual Meeting

EXECUTIVE COMMITTEE

2023 Meetings: 1

Average attendance in 2023: 100%

CHAIR

Jean S. Blackwell

MEMBERS

Luis Fernandez-Moreno

Diane H. Gulyas

Karen G. Narwold

Daniel F. Sansone

PRIMARY RESPONSIBILITIES AND LIMITATIONS:

The Executive Committee is authorized to exercise certain powers of the Board not otherwise prohibited by law or Ingevity’s Guidelines or governing documents between Board meetings when a meeting of the full Board is impractical or not warranted under the circumstances.

Each of the Audit Committee, T&C Committee, Nominating & Governance Committee, and Sustainability & Safety Committee is responsible for annually reviewing their charter and performance. The Nominating & Governance Committee further reviews each of the committee charters annually, including the Executive Committee charter.

Director Nominees and Selection

The Board strives to select as director candidates a mix of individuals with experience at policy-making levels in substantive areas that are relevant to the Company’s activities, as well as other characteristics that will contribute to the overall ability of the Board to perform its duties and meet changing conditions.

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The Nominating & Governance Committee is responsible for evaluating and recommending qualified director candidates to the Board for its consideration. In evaluating potential director nominees, the Nominating & Governance Committee considers the following, among other things:

	■	independence and other related requirements for service on committees;
	■	the number of public company boards on which the nominee serves;
	■	conflicts of interest and other legal and ethical issues that would interfere with the proper performance of the responsibilities of a director (recognizing that some directors may also be executive officers of the Company);
	■	the nominee’s commitment to discharging the duties of a director in accordance with the Guidelines and applicable law and to serving on the Board for an extended period of time;
	■	the nominee’s available time and energy to carry out his or her duties effectively;
	■	experience that would enable the nominee to meaningfully participate in deliberations of the Board and committees and to otherwise fulfill his or her duties; and
	■	whether the nominee will enhance the diversity of the Board based on his or her educational and professional background, experience, racial and ethnic makeup, gender, viewpoints or perspectives.

In addition, the Nominating & Governance Committee also considers character, financial literacy, and relevant skills in light of the Board’s needs.

The Nominating & Governance Committee considers recommendations for director candidates from Board members, stockholders, and other third parties, such as search firms that are engaged to identify candidates. The Nominating & Governance Committee evaluates candidates recommended by stockholders using the same criteria it uses for all other candidates. Any stockholder wishing to recommend a director candidate should provide the Nominating & Governance Committee with the information required by the Company’s Bylaws to be provided with respect to director nominees submitted by stockholders. For more information, see “Questions and Answers Regarding Stockholder Communications, Stockholder Proposals, and Company Documents.”

During 2023, the Board appointed one new director (Bruce D. Hoechner). Mr. Hoechner was recommended by a third-party search firm.

Director independence

Our Guidelines and the NYSE require that a majority of our ~~Governance Guidelines,~~directors be independent under the applicable rules and regulations of the SEC and the general listing standards of the NYSE. ~~The~~Our Board, with the assistance of the Nominating & Governance Committee, annually (or more frequently if circumstances require) assesses the independence of each director.

In conducting its independence assessment, the Board reviews all relevant facts and circumstances, including each director’s ~~independence by reviewing any~~affiliations and relationships, potential conflicts of interest, and ~~significant outside relationships. In determining each director’s independence, the Board broadly considers~~ all ~~relevant facts and circumstances, including~~ specific criteria included in the NYSE’s general listing standards. For these purposes, the NYSE requires the Board to consider certain relationships that existed during a three-year look-back period. The Board considers the materiality and importance of such relationships not merely from the standpoint of the director,

~~but also from the standpoint of persons or organizations with which the director has an affiliation.~~ An independent director is a director who our Board affirmatively determines has no material relationship with the Company (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the Company). other than in connection with his or her role as a director.

~~Upon~~

In February 2024, the Nominating & Governance Committee and Board conducted their review of each director’s affiliations that are relevant to independence. These affiliations were provided by the directors in their responses to annual questionnaires distributed by the Company in December 2023. Once the Company received the list of affiliations, it conducted additional diligence on each relationship and ran searches against the Company’s books and records to determine whether any financial transactions existed with the affiliates. Results of the diligence and searches were reported to the Nominating & Governance Committee and the Board.

After reviewing the affiliations and report described above, upon the recommendation of ~~our~~the Nominating & Governance Committee, the Board ~~has~~ affirmatively determined that all directors other than Mr. Fortson (Ingevity’s President and CEO) are independent, in accordance with ~~the exception of Mr. Wilson, Ingevity’s Chief Executive Officer (“CEO”), each~~applicable rules and regulations of the ~~remaining directors — Ms. Blackwell,~~SEC and ~~Messrs. Kelson, Fernandez-Moreno, Fitzpatrick, Lynch,~~the general listing standards of the NYSE.

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Evaluating Board performance and Sansone, is independent.effectiveness

The Nominating & Governance Committee assists the Board ~~Meetings~~in annually assessing the effectiveness of the Board, its committees, and each director in carrying out their respective roles, as described below.

Format

Topics

Presentation of Findings

Feedback Incorporated

The Nominating & Governance Committee determines the format of the evaluations, and annually considers the effectiveness of the evaluation process. Under the current process, each director completes a written questionnaire to provide feedback on various aspects of the Board and the committees on which such director serves, and to provide general feedback on each director. The chair of the Nominating & Governance Committee then reviews each questionnaire with the director who completed it to ensure the feedback given is well understood and to ensure that each director is given the opportunity to provide comprehensive feedback.

Evaluation topics generally include, among other matters:

■ Board composition and structure;

■ Board culture;

■ Information flow and processes;

■ Board oversight of risk management and strategic planning;

■ Compliance and ethics program effectiveness;

■ Succession planning;

■ Access to management; and

■ Individual director effectiveness.

The Nominating & Governance Committee evaluates the findings and then presents to the Board and each committee chair the results of the evaluations. The Board and committees discuss the results to identify opportunities to enhance effectiveness.

The Board and/or committees implement enhancements and other modifications to their respective policies and procedures as appropriate.

Examples of actions the Board has taken in recent years in response to the annual evaluation process include:

	■	establishment of the Sustainability & Safety Committee;
	■	assigning oversight of matters relating to the attraction, development, and retention of the Company’s leadership to the T&C Committee;
	■	rotating the Chair of the T&C Committee;
	■	running certain committee meetings concurrently to maximize Board time at regular meetings;
	■	modifying committee meeting content and length to reflect input from committee members; and
	■	streamlining the agenda of the Board’s final meeting of the year.

Board meetings and executive sessions

Our Board meets on a regularly scheduled basis during the year to review significant developments affecting ~~our Company~~Ingevity and to act on matters requiring ~~board approval, and~~Board approval. The Board may hold special meetings between scheduled ~~board~~

Board meetings when appropriate.

The Board met ~~five~~ten times during ~~fiscal year 2017. All directors~~2023. Each director attended at least 75% ~~or more of these meetings and~~ of the aggregate of (i) the number of meetings of the Board held during the period he or she was a director and (ii) the number of meetings of all committees of the Board ~~on which they served that were~~ held during ~~fiscal year.~~

~~Executive Sessions~~the period he or she served on such committees. All directors attended the 2023 Annual Meeting of ~~Non-Management Directors~~Stockholders.

Our ~~Governance~~ Guidelines require that the non-management members of our Board meet in executive session without management ~~participation~~present at each regularly scheduled Board meeting. ~~These meetings are chaired by the~~

~~Chairman of the Board. Our Governance Guidelines also require that the independent members of~~Likewise, our ~~Board~~committees generally meet in executive session without management present at ~~least once~~each regularly scheduled committee meeting.

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Board’s role in risk oversight

The Board, acting as a ~~year.~~

~~Director Attendance at Annual Meetings~~

~~Directors are invited~~full Board and ~~encouraged to attend the Company’s Annual Meeting. All of our Directors attended the 2017 Annual Meeting.~~

~~Board Leadership Structure~~

Our Board has determined that having an independent director serve as the Chairman of the Board is currently the best leadership structure for the Company. Separating the positions of Chairman and CEO allows the CEO to focusthrough its committees, oversees risk management on ~~executing the Company’s strategic plan and managing the Company’s operations and performance and permits~~

~~improved communications and relations between the Board, the CEO and other senior leaders~~behalf of the Company. Our Board ~~regularly reviews~~recognizes the importance of effective risk management in running successful business operations and believes it has effective processes in place to identify and monitor potential material risks facing the Company and to oversee the Company’s ~~Board leadership structure, how the structure is functioning and whether the structure continues to be in the best interest of our stockholders.~~aggregate risk profile.

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~~Codes of Business Conduct and Ethics~~

~~The Company maintains three codes of business conduct and ethics (collectively, the “Codes of Ethics”~~Ingevity’s enterprise risk management (“ERM”) to focus the Board and management on areas of ethical risk, provide guidance to personnel to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help to foster a culture of honesty and accountability. The Codes of Ethics include:

•

~~Code of Ethical Conduct for CEO and Senior Financial~~ ~~Officers,~~ ~~which applies to the Company’s CEO, Chief Financial Officer (“CFO”), principal accounting officer, and each executive who reports to the CEO,~~

•

~~Code of Business Conduct and Ethics for the Board of~~ ~~Directors~~~~, which applies to the Company’s directors, and~~

•

~~Employee Code of Conduct and Ethics~~~~, which applies to directors and all Company employees.~~

~~Each of the Codes is available for review on our website at http://ir.ingevity.com/governance/codes-of-conduct. This~~

website is also where we will disclose, to the extent and in the manner permitted by Item 5.05 of Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the nature of any amendment to the Codes of Ethics (other than technical, administrative, or other non-substantive amendments), our approval of any material departure from a provision of the Codes of Ethics, and our failure to take action within a reasonable period of time regarding any material departure from a provision of the Codes of Ethics that has been made known to any of our executive officers.

Any waiver of the Codes of Ethics for executive officers or directors will be made only by the Board or its Governance Committee. In support of the Codes of Ethics, we have provided employees with a number of avenues for the reporting of ethics violations or similar concerns, including an anonymous telephone hotline.

~~Board’s Role in Risk Oversight~~

~~Our Board believes that full and open communication between~~process helps management and the Board identify, prioritize and manage risks that have the potential to present the most significant obstacles to achieving the Company’s business objectives or that otherwise present significant risk to the Company. Key leaders across the business in various functions work together to identify the major risks faced by the Company and its businesses. At least annually, the Company’s management and Board review the major risks identified through the Company’s ERM process along with risk mitigation plans. The ERM process is ~~essential for effective~~regularly refreshed to adequately address the overall risk environment and tailor the Company’s priorities and mitigation plans accordingly. Management reports regularly to the Board regarding material changes or developments.

Set forth below are key areas of risk overseen by the Board, directly or through its committees.

Legal, compliance, and regulatory risks

Our Board, both directly and through the Audit Committee, receives regular updates on various legal, compliance and regulatory matters, such as developments in litigation, compliance risks and our compliance programs. In addition, regular updates provided to the Audit Committee by our General Counsel, Chief Compliance Officer, and internal audit function provide insight into our risk assessment and risk management policies and ~~oversight. Our Board meets with our Chief Executive Officer~~processes.

Financial and other senior management at regular Board meetings to discuss strategy andaccounting risks facing the Company. Periodically, senior management delivers presentations to our Board or a Board committee regarding strategic matters and matters involving material risk. Our Board also holds strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for the Company.

~~While our Board is ultimately responsible for risk oversight, our Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk.~~ The Audit Committee ~~assists our Board in fulfilling its oversight responsibilities with respect to risk~~oversees the management ~~in the areas~~ of financial, accounting, internal controls, and ~~procedures, information technology~~liquidity risks. This oversight includes interaction at Audit Committee meetings with the Chief Financial Officer; management from our financial, accounting, internal audit, and ~~cyber security risk~~treasury functions; and ~~legal and regulatory compliance.~~

representatives from our independent registered public accounting firm. The Audit Committee also discusses with management our major financial risk exposures and the steps management has taken to monitor, control and ~~control~~remediate such exposure.

Governance risks

The ~~Compensation~~Nominating & Governance Committee oversees risks related to Board organization, Board membership (including director refreshment and succession), Board structure and other corporate governance matters.

Executive compensation program risks

The T&C Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and with respect to succession planning for key management. For more information, see “Compensation Discussion and Analysis.”

Sustainability & ESG risks

The ~~Governance~~Sustainability & Safety Committee ~~assists~~reviews and monitors our corporate responsibility and sustainability programs, including environmental, social and governance (“ESG”) matters and oversight of people, product and process safety risk. In addition to reporting to the Sustainability & Safety Committee, management’s practice is to periodically review corporate responsibility and sustainability matters, including ESG programs and policies, in joint session with the full Board. As shown below, although the Sustainability & Safety Committee has primary responsibility for these matters, other committees, and occasionally the full Board, ~~in fulfilling~~oversee specific sustainability-related matters.

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Sustainability Report/ Other Area for Review		Committee
Sustainability Report/ Other Area for Review	Item Description	BoD	S&S	N&G	Audit	T&C
Commitment to Sustainability	Sustainability Rating Agencies, Reporting and Sustainability Groups
Commitment to Sustainability	Sustainability Materiality Refresh
	Goal Setting and Tracking Progress
Manufacture Responsibly	Responsible Care Policy/Program
Prioritize People	Employee Experience
	Safety
	Personal/Employee Safety
	Process Safety
	Public Safety/Environmental Sustainability
	Emergency Response and Crisis Communication Plans
	Culture of Inclusion/Diversity, Equity, Inclusion & Belonging
	Talent Attraction
	Compensation and Talent Management
	Employee Development
	Health and Wellness
	Supporting our Communities/Community Engagement
	Ingevicares/Philanthropic Giving
Pursue Excellence	Commitment to Integrity and Ethical Behavior
	Compliance & Ethics – Program Effectiveness, Complaints, Investigations, Financial Related Concerns, Compliance Program
	Code of Conduct
	Supplier Principles of Conduct, Diversity and Sustainability
	Cybersecurity
	Intellectual Property
	Financial Performance
	Governance
Embrace Innovation	Business and Segment Innovation
Other	Emerging Issues, regulations in Sustainability and Safety
	Alignment of sustainability and safety programs to company strategy
	Enterprise Risk Management

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Cybersecurity risks

The Board oversees our cybersecurity program and management of the associated risks. The Board receives updates at least twice a year from management, including our Chief Information Security Officer, on cybersecurity matters and our risk management program. The Board also receives updates periodically from third-party cybersecurity experts on the risk landscape generally. Cybersecurity risk and risk management is also integrated into our broader enterprise risk management plans and processes to ensure that cybersecurity matters are considered, and our IT department is consulted, during key business decisions that we make.

Board oversight of ESG matters

Under its ~~oversight responsibilities~~charter, the Sustainability & Safety Committee has responsibility for overseeing and reviewing the Company’s integration of economic, environmental and social principles into its business strategy and decision making; reviewing and monitoring Ingevity’s policies, procedures and performance with respect to environmental, corporate responsibility and sustainability programs, matters affecting employee, public, process and product safety and matters affecting community engagement; reviewing the Company’s annual Sustainability Report; and making recommendations to the Board regarding the foregoing matters as the Sustainability & Safety Committee deems appropriate. In addition to the reviews completed by the Sustainability & Safety Committee, Ingevity’s management ~~of risks associated with~~also presents on ESG matters to the full Board ~~organization, membership~~at least once annually.

Our latest Sustainability Report and ~~structure, corporate governance~~other information regarding our ESG initiatives and progress are available on our website at https://www.ingevity.com/about/sustainability.

Management development and succession planning

One of our Board’s most critical functions is executive succession planning, which is reviewed at least once annually and more often as needed. The T&C Committee, which has the primary responsibility for overseeing the development of succession plans for all of our ~~directors. While~~ executive officers, regularly discusses succession in collaboration with our CEO and CHRO, and reports on the discussions to the Board.

Board committees areoversight of DEIB and human capital matters

Under its charter, the T&C Committee is responsible for ~~assisting~~overseeing and reviewing Ingevity’s policies and programs related to DEIB, and human capital matters, including employee engagement initiatives. The T&C Committee receives periodic updates from management on, and discusses, the Company’s DEIB vision and strategy. At least once a year, the T&C Committee reviews matters related to the Company’s culture, including benefits offered, talent development, and workforce priorities. The T&C Committee also receives updates on the Company’s implementation of the IngeviWay, a framework which sets forth our purpose, vision and values and guides our behaviors and decision-making, to ensure alignment.

Additional information regarding DEIB and human capital matters are available on our website at https://www.ingevity.com/diversity-equity-inclusion and https://www.ingevity.com/the-ingeviway/.

Director education program

Each director receives educational information about the Company and expectations of their role as part of an orientation upon joining the Board. Once on the Board, directors participate in ~~evaluating certain risks~~an ongoing education program that incorporates site visits; management presentations; presentations by the Company’s independent auditors, investment banks and ~~overseeing~~internal and external legal counsel; third-party expert speakers on various topics; and the ~~management~~distribution of analyst reports and pertinent articles on the Company’s business and industry. The Nominating & Governance Committee annually reviews the Board education program and recommends changes that it deems appropriate.

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Retirement age, term limits and significant change in job responsibilities

Under our Guidelines, a director may not stand for reelection for any service year after such ~~risks, our entire~~director turns 72 in the interest of facilitating Board ~~is regularly informed through management~~refreshment. The Board will determine on a case-by-case basis whether to grant an exception to this limitation taking into account such factors as the then current needs of the Board and any particular expertise or unique attributes of the director.

The Board has not established a policy enforcing a term limit because it believes that, on balance, such a policy would sacrifice the contribution of directors who have been able to develop, over a period of time, extensive insight into the Company and its operations. The Board annually evaluates each director’s contributions during the Board and committee ~~reports~~evaluation process.

Our Guidelines require any director who has a significant change in his or her full-time job responsibilities to submit a resignation. The Board then considers whether to accept any such resignation taking into account all relevant factors.

Overboarding policy

The Guidelines provide that independent directors generally may not serve on more than five public company boards (including Ingevity’s Board). However, a director who is actively employed as a CEO of a public company may not serve on more than three public company boards (including Ingevity’s Board), and a director who serves as an officer (other than CEO) at another public company may not serve on more than four public company boards (including Ingevity’s Board).

Stockholder outreach and engagement

We value and are committed to regular, meaningful engagement with our stockholders and other stakeholders, including customers, suppliers, employees and our communities. In 2023, we hosted 97 calls with stockholders and potential stockholders and discussed a variety of topics, including capital allocation and leverage, strategy, key raw material costs, and financial results. Senior leadership participated in roughly a third of the calls. In May 2023, we hosted an Investor Day to drive further engagement with our stockholders and to speak with them directly about ~~such risks and steps taken~~our strategic initiatives.

CALLS WITH
STOCKHOLDERS

MEETINGS WITH
STOCKHOLDERS

In 2023, we also attended 10 conferences/roadshows hosted by analysts resulting in 99 meetings with stockholders or potential stockholders.

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How to manage and mitigate them.

~~Interested Party Communications with~~contact the Board

Interested parties, including stockholders, may communicate ~~by mail~~ with all or selected members of the ~~Board.~~ Board as follows:

	Via Email:	Via Mail:
	corporatesecretary@ingevity.com	C/O Corporate Secretary
		Ingevity Corporation
		4920 O’Hear Ave, Suite 400
		N. Charleston, SC 29405

Correspondence should be addressed to the Board or any individual director(s) or group or committee of directors either by name or title (for example, ~~“Chairman~~“Chair of the Board,” “Chair of the Nominating ~~and~~& Governance ~~Committee”~~Committee,” or “All ~~Non-Management~~Independent Directors”). All such correspondence ~~should be sent via U.S. Mail to: Ingevity Corporation, 5255 Virginia Ave, N. Charleston, SC 29406,~~

Attn: Katherine P. Burgeson, Secretary, or by Email to: corporatesecretary@ingevity.com. In general, any communication delivered to the Company for forwarding to the Board, a Board committee, a particular group of directors or specified Board members will be forwarded ~~in accordance with the stockholder’s instruction,~~as directed, except that we reserve the right not to forward any soliciting or advertising materials or any abusive, threatening, or otherwise inappropriate materials.

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~~Committees~~

Code of Conduct

Our Code of Conduct applies to all Ingevity-controlled entities and their respective employees, officers and directors, including the Board. It emphasizes our ~~Board~~commitment to doing things the right way to ensure our employees and others understand our “IngeviWay” value for integrity and ethical behavior. The Code of Conduct also contains information to enable better decision making on topics such as employee and leader responsibilities, data privacy and protection, DEIB and third-party interactions.

The Code of Conduct focuses the Board, ~~has three standing committees that met during fiscal year 2017:~~management and our employees on areas of ethical risk, provides guidance and examples to help personnel recognize and deal with ethical issues, prominently features mechanisms to report unethical conduct, and helps to foster a culture of honesty and accountability. The Code of Conduct is available on our website at http:// ir.ingevity.com/governance/codes-of-conduct. All employees, including executives, and all non-employee directors are required annually to review the ~~Audit Committee,~~Code of Conduct and to participate in Code of Conduct training.

Any waiver for directors or executive officers from the provisions of the Code of Conduct must be made by the Nominating & Governance Committee ~~and the Compensation Committee. Each of these committees is composed entirely of directors who have been determined~~or by the Board ~~to be independent under current NYSE standards. Each committee operates under a charter approved by~~at the ~~Board setting out the purposes and responsibilities of the committee. The committees and the Board periodically review and, as appropriate, revise the~~

committees’ charters to reflect, among other things, changing regulatory developments and changes in the responsibilities of the committees. All committee charters are available for review on our website under the Corporate Governance tab at http://ir.ingevity.com. The Board has also established an Executive Committee which is authorized to exercise the powers of the Board between Board meetings but did not meet during the past fiscal year.

~~Executive Committee~~

~~Ms. Blackwell and Messrs. Kelson, Fitzpatrick and Lynch are the current members of our Executive Committee, and Mr. Kelson serves as Chair.~~

The Executive Committee is authorized to exercise the authority of the full Board in managing the business and affairs of the Company. However, the Executive Committee does not have the power to do any of the following:

(1) approve or adopt or recommend to the stockholders any action or matter (other than the election or removal of directors) that Delaware law requires to be approved by stockholders; or (2) adopt, amend or repeal our bylaws. Ingevity’s Executive Committee held no meetings during fiscal 2017.

~~Audit Committee~~

~~Ms. Blackwell and Messrs. Fernandez-Moreno, Fitzpatrick and Sansone are the current members of our Audit Committee, and Ms. Blackwell serves as Chair.~~

The Board has determined that each of Ms. Blackwell and Messrs. Fitzpatrick and Sansone is an “audit committee financial expert” as that term is defined under SEC rules. The Board has also determined that all Audit Committee members are financially literate, as that qualification is interpreted by the Board in its business judgment, in compliance with the NYSE listing standards requirements for audit committee members. The Board has also determined that all membersrecommendation of the Audit Committee ~~are independent in accordance with~~or the ~~heightened independence standards established by~~Nominating & Governance Committee. Any such waiver will be disclosed within four business days of the waiver (or an implicit waiver) on our website at http://ir.ingevity.com/governance/codes-of-conduct, and will remain posted for a period of at least 12 months. Any amendment to the Code of Conduct (other than technical, administrative, or other non-substantive amendments) for which disclosure is required pursuant to Item 5.05 of Form 8-K under the Exchange Act will also be disclosed on that page of our website.

We have provided employees with a number of avenues to report ethics and ~~adopted by the NYSE for audit committee members.~~

~~The Audit Committee assists our Board in fulfilling its responsibilities~~compliance violations or similar concerns, including an anonymous telephone hotline, with ~~respect~~options specific to the ~~oversight~~countries in which we operate to allow for reporting in local languages.

Governance materials on our website

We maintain several governance documents on our website, which are listed below.

Our Code of Conduct is available at: https://ir.ingevity.com/corporate-governance/codes-of-conduct

The following materials are available at https://ir.ingevity.com/corporate-governance/corporate-governance-documents:

	■	Certificate of Incorporation;
	■	Bylaws;
	■	Governance Guidelines;
	■	Committee charters;
	■	Anti-Hedging Policy; and
	■	Stock Ownership Guidelines.

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The following materials are available at: https://www.ingevity.com/about/sustainability/:

	■	Sustainability Reports;
	■	Ingevity’s alignment with ten of the United Nations’ Sustainable Development Goals;
	■	Human Rights Policy;
	■	Modern Slavery Policy;
	■	Quality Policy;
	■	Responsible Care^® Policy; and
	■	Supplier Principles of Conduct.

These materials are also available in print at no charge to any stockholder who requests a copy by writing to Corporate Secretary, Ingevity Corporation, 4920 O’Hear Ave, Suite 400, N. Charleston, SC 29405, or by email to: corporatesecretary@ingevity.com.

Related party transactions

The Board evaluates related party transactions consistent with Item 404 of Regulation S-K. Under its charter, the Nominating & Governance Committee is charged with reviewing all potential related party transactions and evaluation of: (1) the integrity of our financial statements; (2) our system of internal control over financial reporting; (3) the performance of our internal audit function; (4) the independence, qualifications and performance of our independent auditor; (5) our risk review and system of compliance with legal and regulatory requirements; (6) our financial management and resources; and (7) specific financial strategy initiatives as requested bymaking recommendations to the Board or management. Among other things, the Audit Committee, under its charter, directly appoints, compensates, retains and oversees the work of our independent auditor, which reports directly to the Audit Committee. The other principal duties and responsibilities of the Audit Committee are set forth in its charter. Ingevity’s Audit Committee held eight meetings during fiscal 2017.

~~Compensation Committee~~

Ms. Blackwell and Messrs. Kelson, Lynch and Sansone are the current members of our Compensation Committee, and Mr. Lynch serves as Chair. The Board has determined that all members of the Compensation Committee are independent as defined in the applicable listing standards of the NYSE, including the heightened independence standards applicable to compensation committee members.

The purpose of the Compensation Committee is to assist the Board in fulfilling its responsibilities with respect to compensation of our executives and non-employee directors and oversight of matters relating to our equity compensation and certain employee benefits plans. The Compensation

Committee’s duties include setting the overall compensation strategy and policies for our executives and non-employee directors, reviewing and approving the goals and objectives relating to the compensation of our CEO and evaluating his performance in light of those goals and reviewing our incentive compensation arrangements to confirm that they do not encourage inappropriate risk taking.

~~The other principal duties and responsibilities of the Compensation Committee are set forth in its charter. Ingevity’s Compensation Committee held six meetings during fiscal 2017.~~

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~~Compensation Committee Interlocks and Insider~~ ~~Participation~~

No member of the Compensation Committee has served as an employee of Ingevity at any time. During the past fiscal year, no executive officer of Ingevity served as a member of the Compensation Committee (or other committee

~~performing similar functions) or on the board of directors~~regarding approval of any ~~entity at which a member of~~such transactions. Each year, the ~~Compensation Committee or Board served as an~~Company solicits information regarding potential related party transactions from directors, director nominees and executive ~~officer.~~

officers, who are also required to promptly notify the Company and the Nominating and Governance Committee

~~Messrs. Kelson, Fernandez-Moreno, Fitzpatrick~~ of any new affiliations or transactions as they arise. Transactions and ~~Lynch~~affiliations disclosed by such persons are then reviewed and analyzed by our Law and Compliance department using searches run against the ~~current members~~Company’s books and records to determine if there are any financial transactions involving the Company and such affiliates. The results of such analyses are reported to the Nominating and Governance Committee for review, analysis and determination of whether there are any related party transactions and, if any are found, whether such transactions should be approved or ratified based on the relevant circumstances.

Based on a review of the transactions and affiliations reported by the Company’s directors, director nominees, and executive officers beginning in December 2023, the Nominating & Governance Committee has advised the Board that it has not identified any related party transactions since the beginning of the fiscal year ended December 31, 2023, and ~~Mr. Fitzpatrick serves as the Chair.~~ none are currently proposed.

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Director Compensation

Ingevity’s Director compensation approval process

The Board ~~has determined that all members~~annually reviews and approves non-employee director compensation at the recommendation of the ~~Governance Committee~~T&C Committee. This review involves a survey of director compensation at peer companies and other similarly situated companies and a discussion with our independent compensation consultant, Pearl Meyer, regarding director compensation practices.

2023 Non-employee Director compensation

The 2023 non-employee director compensation program consisted of the following:

Standard Compensation
Cash Retainer $ 90,000
Restricted Stock Unit Award $ 118,000
TOTAL $ 208,000
Additional Cash Retainers for Leadership
Board Chair $ 100,000
Lead Independent Director* $ 25,000
Audit Committee Chair $ 20,000
T&C Committee Chair $ 15,000
Nominating & Governance Committee Chair $ 12,000
Sustainability & Safety Committee Chair $ 12,000
* The Company did not have a Lead Independent Director in 2023.
Cash retainers
Cash retainers are ~~independent as defined~~paid to the non-employee directors quarterly in advance. Non-employee directors may elect to receive their annual cash retainer (both standard and leadership retainers) in the ~~applicable listing standards~~form of deferred stock units (“DSUs”) in lieu of cash under the 2016 Omnibus Incentive Plan, as amended, and the Non-Employee Director Deferred Compensation Plan (“Director DCP”). If a director makes such an election, the cash retainer is converted into an amount of DSUs using the closing price of the ~~NYSE.~~
~~The purpose of~~Company’s Common Stock on the ~~Governance Committee is~~business day that the cash retainer would have otherwise been paid to ~~assist~~ the ~~Board in fulfilling its corporate governance responsibilities, including, without limitation, with respect to identifying~~director. DSUs representing cash retainers are fully vested upon grant and ~~recommending qualified candidates for our Board and its committees; overseeing the evaluation of the effectiveness of~~

the Board and its committees; reviewing matters on corporate governance, including trends and current practices and developing and recommending Corporate Governance Guidelines and other governance policies and procedures. The Governance Committee will also consider and evaluate candidates properly submitted for nomination by stockholders in accordance with the procedures set forth in our bylaws.

~~The principal duties and responsibilities of the Governance Committee~~ are ~~set forth in its charter. Ingevity’s Governance Committee held four meetings during fiscal 2017.~~

~~Governance Committee Process for Identifying and~~ ~~Evaluating Director Candidates~~

~~The Governance Committee evaluates all director candidates in accordance with~~settled when the director qualification standards described in our Governance Guidelines. These standards include (1) an absence of conflicts of interest and other legal and ethical issues that would interfere with such candidate’s service as a director, (2) a commitment to serve as a director in accordance with our Governance Guidelines, (3) a willingness and ability to devote sufficient time and energy to carry outterminates his or her ~~duties,~~service with the Board. DSUs in lieu of cash retainers do not confer voting rights but are entitled to dividend-equivalents, which accrue from the grant date and ~~(4) having sufficient experience to enable~~are delivered in cash when the ~~director to meaningfully participate in deliberations of the Board and one or more of its~~underlying DSUs are settled.

INGEVITY | 2024 Proxy Statement

committees and to otherwise fulfill his or her duties. In addition, the Governance Committee will evaluate a candidate’s independence, skills and experience in the context of our Board’s needs. While the Board does not have a specific diversity policy, pursuant to our Governance Guidelines, the Board strives to select as director candidates a mix of individuals who represent diverse experience, background and thought at policy-making levels that are relevant to the Company’s activities, as well as other characteristics that will contribute to the overall ability of the Board to perform its duties and meet changing conditions.

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~~Stockholder Recommendations for Director Candidates~~

The Governance Committee will consider director candidates recommended by stockholders and will do so in the same manner as candidates recommended by other sources. Any stockholder wishing to recommend a director candidate should provide the Governance Committee with the

information required by the Company’s bylaws to be provided with respect to director nominees submitted by stockholders. The process for stockholders to nominate an individual for election as a director is discussed on page 40.

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~~DIRECTOR COMPENSATION~~

~~Cash Compensation~~

During 2017, each non-employee director received $75,000 as an annual cash retainer for service as a director. Directors who are also employees of the Company receive no additional compensation for service as a director.

~~Each non-employee director who served as either the Board Chair or as a Committee Chair received an additional retainer~~

as follows: Chairman of the Board: $75,000; Audit Committee Chair: $15,000, Compensation Committee Chair: $10,000 and Governance Committee Chair: $10,000. These amounts have been revised for 2018. See 2017 Director Compensation Table, page 13.

Restricted Stock AwardsUnit awards

Each non-employee director receives an annual award grant of Ingevity restricted stock units (“~~RSUs”~~DRSUs”) under the 2016 Omnibus Incentive Plan, as amended, equivalent to ~~$90,000~~approximately $118,000 at the time of grant. ~~In 2017,~~The grant date for the ~~RSU awards were made to non-employee directors under~~DRSUs is the ~~Omnibus Plan and under~~business day after the ~~terms and conditions applicable to their grants.~~annual stockholders meeting. The ~~directors become vested in their RSUs~~DRSUs vest on the first anniversary of the ~~award date. For~~grant date, and shares of Common Stock underlying DRSUs are delivered to the ~~fiscal year ended 2017,~~directors as soon as practicable thereafter. DRSUs do not confer voting rights but are entitled to dividend-equivalents, which accrue from the grant date and are delivered in cash when the underlying DRSUs are settled.

If a director with DRSUs ceases to be a director before the vesting date other than due to death, disability, or termination for cause, the director will vest and settle in a pro rata number of ~~RSUs granted was determined based on~~ the ~~average of~~DRSUs (rounded up to the ~~high~~nearest whole number) unless otherwise approved by the Board. If a director with DRSUs ceases to be a director due to death or disability, all DRSUs will vest. If a director with DRSUs is terminated for cause, all unvested and ~~low price of~~unsettled DRSUs will be forfeited, together with the ~~Company’s Common Stock as traded on the NYSE on May 27, 2016.~~associated dividend-equivalents.

~~In 2016, the Compensation Committee approved a plan permitting non-employee~~

Non-employee directors ~~to elect to receive their 2017 annual cash retainer (both regular annual retainer for Board service, Board Chair retainer and Committee Chair~~

~~retainer) in the form of deferred stock units (“DSUs”) under the Omnibus Plan. In addition, each non-employee director~~ may ~~also~~ elect to receive their annual ~~stock RSU~~DRSU award in the form of DSUs. ~~DSUs representing cash retainers would be 100% vested, but settled upon termination of service with the Board. RSUs~~DRSUs converted into DSUs ~~(annual~~with respect to the annual stock ~~award) would be~~award are subject to ~~1-year~~the same conditions for vesting and ~~also~~dividend-equivalents as DRSUs. However, DSUs are not settled ~~upon termination of~~until the director terminates service ~~with~~from the Board.

Other compensation

Directors are entitled to reimbursement for out-of-pocket expenses incurred in connection with their Board service. Ingevity does not provide perquisite allowances to non-employee director must make his or her election to receive DSUs (in lieu of cash or RSUs) by December 31 of the calendar year preceding the year in which the compensation is earned. No changes to the DSU distribution date are permitted absent a hardship.directors.

Stock Ownership Guidelinesownership guidelines; prohibition on hedging

~~Non-employee director~~Under our stock ownership guidelines, ~~are~~each non-employee director is expected to hold an amount of Common Stock equal to five times the annual base cash retainer. ~~Shares~~For 2023, the holding amount is $450,000. Non-employee directors have five years from the date they join the Board to meet the requirement.

Common Stock owned ~~outright~~ by ~~the~~a director or his or her immediate family members residing in the same household, either outright or in family trusts, and ~~shares~~Common Stock held in retirement plan accounts are deemed to be owned ~~shares~~ for purposes of these guidelines, as ~~well as~~are vested and ~~nonvested RSUs~~unvested DRSUs and DSUs. ~~Until a~~

A non-employee director ~~meets~~in the first five years of service on the Board who has not yet met these guidelines ~~he or she~~ must hold 50% of ~~the net~~

~~shares gained from the settlement of RSUs. If a~~his or her vested DSUs and DRSUs. A non-employee director who does not meet these guidelines within five years ~~he or she~~ must hold 100% of his or her vested DSUs or DRSUs until the ~~net shares gained from the settlement~~guidelines are met.

As of ~~RSUs.~~

~~Each~~December 31, 2023, each non-employee director ~~is deemed to be~~who has served on the Board for at least five years has attained the minimum stock ownership levels, and the remaining directors are on track ~~towards achieving~~for compliance.

Our directors are not permitted to engage in hedging activities with respect to our stock. See “Compensation Discussion and Analysis – Other Compensation Policies and Practices – Anti-hedging” for more information about the ~~ownership goal.~~Company’s anti-hedging policy.

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~~12 - INGEVITY - 2018 Proxy Statement~~

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~~2017~~

2023 Director Compensation Tablecompensation table

The following table includes information concerning compensation for service as a director paid to or earned by ~~the people listed in the table who served as~~our directors during the fiscal year ended December 31, ~~2017:~~2023 (note that Mr. Fortson’s compensation is set forth in the “Summary Compensation Table” and not included below).

Name
Fees
earned
or paid
in cash
($)⁽¹⁾
Stock
Awards
($)⁽²⁾
Option
Awards
($)
Non-equity
incentive plan
compensation
($)
Change in
pension value
and
nonqualified
deferred
compensation
($)
Total
($)
Richard B. Kelson

150,000

90,040

—
—
—

240,040

Jean S. Blackwell

90,000

90,040

—
—
—

180,040

Luis Fernandez-Moreno

75,000

90,040

—
—
—

165,040

J. Michael Fitzpatrick

85,000

90,040

—
—
—

175,040

Frederick J. Lynch

85,000

90,040

—
—
—

175,040

Daniel F. Sansone⁽³⁾

—

165,081

—
—
—

165,081

D. Michael Wilson

—

—

—
—
—

—

2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
Fees Paid in Stock All Other Total
Cash⁽¹⁾ Awards⁽²⁾ Compensation⁽³⁾ Compensation
Name ($) ($) ($) ($)
Jean S. Blackwell 190,000 118,012 — 308,012
Luis Fernandez-Moreno 102,000 118,012 — 220,012
Diane H. Gulyas 105,000 118,012 — 223,012
Bruce D. Hoechner 90,000 147,597 — 237,597
Frederick J. Lynch 90,000 118,012 — 208,012
Karen G. Narwold 102,000 118,012 — 220,012
Daniel F. Sansone 110,000 118,012 — 228,012
William J. Slocum — 208,106 — 208,106
Benjamin G. (Shon) Wright 90,000 118,012 — 208,012
(1) ~~This column~~Column includes fees earned or paid in cash, representing the annual retainer and ~~where applicable the lead director retainer and~~ ~~the committee chair~~additional leadership retainers.
(2) ~~The amounts~~Amounts shown in this column represent the aggregate grant date fair market value of ~~stock units~~DRSUs (for all except Mr. Hoechner, Ms. Narwold, Mr. Slocum, and Mr. Wright) or DSUs (for Mr. Hoechner, Ms. Narwold, Mr. Slocum, and Mr. Wright), who elected DSUs in lieu of DRSUs) granted in ~~2017~~2023 to non-employee directors, computed in accordance with ~~FASB~~Financial Accounting Standards Board (“FASB”) ASC Topic 718. Mr. Hoechner received a prorated grant for three months of service during the 2022-2023 Board term upon his appointment to the Board in February 2023. As of December 31, 2023, each non-employee director (other than Mr. Hoechner) had an aggregate 1,645 unvested RSUs or DSUs in lieu of DRSUs, as applicable, that will vest on April 28, 2024. As of December 31, 2023, Mr. Hoechner had an aggregate 1,971 unvested DSUs in lieu of DRSUs of which 326 vested on February 17, 2024 and the remaining 1,645 will vest on April 28, 2024.
(3) The amount of perquisites and other personal benefits has been excluded for all non-employee directors as the total value of each director’s perquisites and other personal benefits was less than $10,000.
INGEVITY | 2024 Proxy Statement 37
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~~(3)~~ ~~Mr. Sansone elected to receive his annual cash retainer for 2017 in the form of DSUs rather than cash, as permitted by the terms of~~ ~~the Non-Employee Director Compensation Plan.~~
PROPOSAL 2
NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF INGEVITY’S NAMED EXECUTIVE OFFICERS (SAY-ON-PAY)

At the December 2017 meeting the Board of Directors approved increases in the annual cash and the annual stock award of RSUs effective January 1, 2018. The annual cash retainer will increase to $85,000. Effective in 2018, each non-employee director who serves as either the Board Chair or as a Committee Chair will receive an additional retainer as

OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.

follows: Chairman of the Board: $85,000, Audit Committee Chair: $20,000, Compensation Committee Chair: $15,000, and Nominating & Governance Committee Chair: $12,000. Effective 2018, each non-employee director will receive an annual stock award of RSUs equivalent to in value of $95,000 on the grant date.

~~EXECUTIVE OFFICERS~~

~~Set forth below is information about our executive officers as of March 12, 2018,~~In accordance with the ~~exception~~requirements of Mr. Wilson, who is also a director and is discussed above. Each of the following executive officers has served in their positions with the Company since its separation from its former parent company, WestRock Corporation (“WestRock”) in May, 2016 (the “Separation”), except for Mr. Smith, who joined the Company in June 2016 and was promoted to his current position in January 2017.

~~John C. Fortson~~ (age 50) Mr. Fortson serves as Executive Vice President, Chief Financial Officer and Treasurer of Ingevity. Mr. Fortson came to Ingevity from AAR Corporation where he served as Vice President, Finance since May 2013, becoming Vice President, Chief Financial Officer and Treasurer in July 2013. Prior to joining AAR Corporation, Mr. Fortson was a Managing Director in the Investment Banking Department of Bank of America Merrill Lynch working in the firm’s New York, London and Chicago offices. Mr. Fortson is a graduate of the United States Military Academy at West Point and has a Master of Business Administration from Duke University’s Fuqua School of Business. Mr. Fortson spent seven years as an

~~infantry officer in the U.S. Army. His last assignment was as a parachute rifle company commander in the 82nd Airborne Division.~~

~~Katherine P. Burgeson~~ (age 60) Ms. Burgeson serves as Executive Vice President, General Counsel and Secretary of Ingevity. Ms. Burgeson came to Ingevity from WestRock, where she served as Associate General Counsel, a position she held since July 1, 2015. Prior to the merger of MeadWestvaco Corporation and Rock-Tenn Company which resulted in the formation of WestRock, Ms. Burgeson served as Deputy General Counsel of MeadWestvaco, where she was lead legal counsel for commercial, corporate and mergers and acquisition-related matters. Ms. Burgeson joined Westvaco Corporation, MeadWestvaco’s predecessor in 2000. Prior to joining Westvaco, Ms. Burgeson was a partner at Cummings & Lockwood in Stamford, Connecticut. Ms. Burgeson began her legal career as an associate at Shearman & Sterling. Ms. Burgeson received her J.D. from Fordham University School of Law and her B.A. from Trinity College in Hartford, Connecticut.

~~INGEVITY - 2018 Proxy Statement - 13~~

~~TABLE OF CONTENTS~~

~~Michael P. Smith~~ (age 57) Mr. Smith serves as Executive Vice President and President, Performance Chemicals, Strategy and Business Development. Mr. Smith joined Ingevity in June 2016 after 23 years of service at FMC Corporation. He served as vice president and global business director for FMC’s health and nutrition business after holding multiple positions of increasing responsibility within that business. During his career with the company, Mr. Smith held various roles including marketing manager for FMC Water Treatment Chemicals in Manchester, England; global business manager for FMC Process Additives, also in Manchester; director of business planning for FMC Chemicals; division general manager for the active oxidants division; division general manager for hydrogen peroxide; general manager for food ingredients for FMC BioPolymer; and division general manager for FMC BioPolymer. Prior to joining FMC, Mr. Smith held several sales and management positions with Hercules Incorporated, a supplier of hydrocarbon and pine-based resins. Mr. Smith holds a Bachelor of Arts degree in chemistry

~~from the University of Virginia and a Master of Business Administration degree from the University of Michigan.~~

~~S. Edward Woodcock, Jr.~~ (age 52) Mr. Woodcock serves as Executive Vice President and President, Performance Materials. Mr. Woodcock served as vice president of MeadWestvaco’s, and later, WestRock’s Carbon Technologies business from 2010 to 2016 after holding multiple positions of increasing responsibility within that business, most recently global business director, Automotive. During his 28-year career with the company, Mr. Woodcock has held various roles including business director, Automotive, for the Asia-Pacific region, worldwide marketing manager for the chemical division’s non-U.S. business, area sales manager for Latin America, and technical manager for the Process Technology business. At various stages of his career, he has had direct responsibility for products from each of our businesses. Mr. Woodcock holds a Bachelor of Science degree in chemical engineering from the University of Virginia.

~~PRINCIPAL STOCKHOLDERS~~

~~The following table lists any person (including any “group” as that term is used in~~ Section ~~13(d)(3)~~14A of the Exchange ~~Act) who,~~Act, we are asking stockholders to ~~our knowledge, was~~approve, on an advisory basis, the ~~beneficial owner as~~following resolution concerning the compensation of ~~February 27, 2018, of more than 5% of~~ our ~~outstanding voting shares.~~

Title of Class
Name and Address of
Beneficial Owners
Number of
Shares
Percent of
Class
Common Stock
BlackRock Inc.
55 East 52nd Street
New York, New York 10055

5,415,950
⁽¹⁾

12.83
%
Common Stock
The Vanguard Group
100 Vanguard Blvd.
Malvern, Pennsylvania 19355

3,965,343
⁽²⁾

9.39
%
~~(1)~~ ~~Information provided is based solely on an amendment to Schedule 13G filed on January 19, 2018 by BlackRock, Inc., which reports~~ ~~having sole voting power over 5,321,770 shares and sole dispositive power over 5,415,950 shares.~~
~~(2)~~ ~~Information provided is based solely on a Schedule 13G filed on February 9, 2018 by The Vanguard Group, which reports having sole~~ ~~voting power over 82,466 shares, sole dispositive power over 3,876,014 shares, shared voting power over 10,263 shares and shared~~ ~~dispositive power over 89,329 shares.~~

~~14 - INGEVITY - 2018 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~COMMON STOCK OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS~~

~~The following table shows how much of our Common Stock our current directors,~~ named executive officers (“NEOs”)~~, and all officers and directors as a group beneficially owned as~~:

RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of February 27, 2018. Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a director or officer can vote or transfer and any security the director or officer has the

~~right to vote or transfer within 60 days. Each stockholder listed in the table has sole voting and investment power for all shares shown as beneficially owned by him or her. Individual directors and~~our named executive officers as ~~well as directors~~described in this Proxy Statement, including the Compensation Discussion and Analysis and the tabular compensation disclosures and related narrative discussion.

In considering this proposal, we encourage you to review the Compensation Discussion and Analysis (“CD&A”) and the tabular compensation disclosures and accompanying narrative discussion that follow. The CD&A describes our executive ~~officers~~compensation philosophy, programs, and objectives, while the tabular compensation disclosures and accompanying narrative discussion provide detailed information on the compensation of our NEOs.

We believe our compensation policies and procedures are competitive, focused on pay-for-performance principles, and strongly aligned with the long-term interests of our stockholders. Our executive compensation philosophy is based on the belief that compensation should be set at levels that enable us to attract and retain employees who are committed to achieving high performance and who demonstrate the ability to do so. We strive to provide executive compensation packages that are driven by Ingevity’s overall financial performance, stockholder value, the success of areas of our business directly impacted by each executive’s performance, and the performance of the individual executive. We view our compensation program as a ~~group beneficially own less than one percent~~strategic tool that supports the successful execution of our business strategy and reinforces a performance-based culture. To that end, our executive compensation program emphasizes long-term compensation over short-term compensation, with a significant portion weighted toward equity awards. This approach strongly aligns our executives’ compensation with the interests of our stockholders.

Because your vote is advisory, it will not be binding upon the Board. However, the Board and T&C Committee value stockholders’ opinion as expressed through their votes on this proposal, and will carefully consider the outcome of this proposal in connection with their ongoing evaluation of the Company’s executive compensation program.

Vote required

An affirmative vote of the majority of the shares of Common Stock ~~outstanding as~~present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required to approve, on an advisory basis, the compensation paid to Ingevity’s NEOs.

Recommendation of February 27, 2018.the Board

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ADOPTION OF THIS RESOLUTION TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION AS DESCRIBED IN THIS PROXY STATEMENT.

INGEVITY | 2024 Proxy Statement

~~Name of Beneficial Owner~~ Back to Contents	~~Common~~ ~~Stock~~
~~Jean S. Blackwell~~		~~4,787~~
~~Luis Fernandez-Moreno~~		~~3,287~~
~~J. Michael Fitzpatrick~~		~~3,287~~
~~Richard B. Kelson~~		~~4,970~~
~~Frederick J. Lynch~~		~~3,287~~
~~Daniel F. Sansone~~		~~4,867~~
~~D. Michael Wilson~~		~~25,539~~
~~John C. Fortson~~		~~17,364~~
~~Katherine P. Burgeson~~		~~4,361~~
~~Michael P. Smith~~		~~975~~
~~S. Edward Woodcock~~		~~2,535~~
~~Edward A. Rose~~		~~1,220~~
~~Directors and executive officers as a group (11 persons)~~⁽¹⁾		~~75,259~~

~~(1)~~

~~The total number of shares beneficially owned by directors and officers as a group does not include shares held by Ed Rose since he~~ ~~was not an executive officer of the Company on February 27, 2018.~~

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and to provide us copies of these reports. Based solely on a review of the copies of these reports

furnished to us and written representations that no other reports were required to be filed, we believe that all filing requirements applicable to our directors and executive officers and beneficial owners of greater than 10% of our Common Stock have been complied with during the fiscal year ended December 31, 2017.

~~COMPENSATION COMMITTEE REPORT~~

~~The Compensation Committee has reviewed and discussed the~~

Compensation Discussion and Analysis with management. Based on this review

This section outlines the Company’s executive compensation programs and ~~discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into~~practices for our ~~Annual Report on Form 10-K for fiscal 2017.~~

~~THE COMPENSATION COMMITTEE~~NEOs, who are listed below.

~~Frederick J. Lynch,~~ ~~Chair~~
~~Richard B. Kelson~~
~~Jean S. Blackwell~~
~~Daniel F. Sansone~~

Table of Contents

Executive Summary	40

Business Conditions and Company performance in 2023	40

Fiscal Year 2023 Compensation Highlights	40

Executive compensation philosophy	41

Elements of our compensation program	42

2023 pay mix	43

Say-On-Pay results	43

How We Set Compensation	43

Role of the T&C committee and the CEO	43

Role of the compensation consultant	44

Role of peer group analysis	44

NEO compensation elements	45

Base salary	45

2023 Base Salaries	46

Short-Term Incentive Plan and 2023 awards	46

Long Term Incentive Plan and 2023 awards	48

Payout of 2021 PSU award	51

CEO Pay	52

NEO performance and compensation decisions	53

Other compensation and benefits	55

Offer letters	55

Severance arrangements	55

Retirement Savings Plan	58

Retirement Restoration Plan	58

Nonqualified Deferred Compensation Plan	58

Relocation and other benefits	59

Other compensation policies and practices	59

NEO stock ownership policy	59

Anti-hedging	59

Recoupment policy	60

Equity grant practices	60

Risk analysis	60

Tax and accounting considerations	60

~~INGEVITY - 2018 Proxy Statement - 15~~

2023 Named Executive Officers

~~TABLE OF CONTENTS~~



JOHN C. FORTSON	MARY DEAN HALL	STACY L. COZAD	S. EDWARD	RICHARD A. WHITE
President, Chief	Executive Vice President &	Executive Vice	WOODCOCK	Senior Vice President &
Executive Officer,	Chief Financial Officer	President,	Executive Vice President &	President, Performance
and Director		General Counsel and	President, Performance	Chemicals
		Secretary	Materials

~~COMPENSATION DISCUSSION AND ANALYSIS~~

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Executive Summary

Business Conditions and Company Performance in 2023

Our business was significantly impacted by the extreme price volatility during 2023 of CTO, a key raw material used in our Performance Chemicals (“PC”) segment.

We recognize that a rapid transition to alternative raw materials is essential for the long-term growth of our PC segment, and we took decisive action during 2023 to reduce our exposure to the CTO price volatility, including:

	■	Diversifying our feedstocks and focusing on high-margin, high-growth markets,
	■	Announcing the closure of our DeRidder, Louisiana, manufacturing site in 2024, which predominately serves lower margin, cyclical markets,
	■	Transitioning our Crossett, Arkansas, manufacturing site to produce products derived from alternative feedstocks and enable entry into new markets, and
	■	Implementing significant cost savings actions, which helps support the repositioning of our PC Segment.

We were also impacted by the prolonged industrial slowdown across our many end markets and regions. Despite lower volumes from industrial weakness, our Advanced Polymers Technologies (“APT”) segment delivered double-digit segment EBITDA growth through cost initiatives and lower input costs. We remain focused on improving APT’s profitability and driving caprolactone adoption in bioplastics.

Our Performance Materials (“PM”) segment achieved record results as auto production rebounded close to pre-2020 levels, and consumer preference for hybrid electric vehicles increased. To support PM’s growth, we are developing new activated carbon applications aimed at diversifying our portfolio and expanding into related, large-scale opportunities influenced by significant long-term trends.

Based on our three business segments’ performance and the challenging business conditions noted above, our consolidated sales increased 1% to $1.69 billion while adjusted EBITDA* decreased 12% to $396.8 million.

For additional information on Ingevity’s performance in 2023, see the “Proxy Summary,” above.

Fiscal Year 2023 Compensation Highlights

The following summarizes the key compensation decisions for our NEOs for fiscal 2023:

Base Salary: The T&C Committee approved increases to the base salaries for Mr. Fortson and Mr. Woodcock of 6% and 8%, respectively, to better align Mr. Fortson with the market median and to recognize Mr. Woodcock’s individual performance and deep industry expertise. None of the other NEOs received base salary adjustments in 2023.

Short-Term Incentive Plan Awards: Based on our 2023 STIP Adjusted EBITDA* and STIP Adjusted Revenue* results, as well as each NEO’s individual performance achievements, the T&C Committee approved STIP payouts to our NEOs ranging from 15% to 84% of target.

2023 Long-Term Incentive Plan Compensation: In February 2023, our NEOs were granted annual long-term incentive awards comprised of 60% in Performance Stock Units (“PSUs”) and 40% in Restricted Stock Units (“RSUs”). The T&C Committee removed stock options as a form of award under our LTIP, resulting in our LTIP equity mix being less dilutive to stockholders and providing a more compelling long-term incentive plan design for executives. PSUs vest after the completion of a three-year performance period, and the number of shares earned, if any, will be based on our three-year average adjusted return on invested capital (“Average ROIC”*) and cumulative earnings per share (“Cumulative EPS”*) performance relative to pre-established targets. In addition, the program includes a Relative Total Shareholder Return (“rTSR”) modifier, pursuant to which the number of shares earned based on our Cumulative EPS* and Average ROIC* performance will be: (i) increased by 15% if our rTSR performance is above the 75th percentile relative to the combined S&P 400 Chemicals Index and the S&P 600 Chemicals Index (together, the “S&P 1000 Chemicals Index”), or (ii) decreased by 15% if our rTSR performance is below the 25th percentile relative to the S&P 1000 Chemicals Index. RSUs vest ratably over a three-year period on the first three anniversaries of the grant date.

2023 PC Transformation Award: Effective May 1, 2023, Mr. White, our PC segment leader, and 34 other members of the PC team were granted a performance-based equity award (the “PC Transformation Award”) to retain, incentivize, and align the awardees to the critical strategic transformation of our PC segment. As noted earlier, the extreme volatility of CTO prices has impacted Ingevity’s business significantly. Rapid transition to a broader based oleochemical product line model is essential for the long-term growth of the PC segment. This will require a unique and significant end-to-end transformational realization in a short timeframe. The PC Transformation Award has a two-year and eight month performance period from May 1, 2023 through June 30, 2025 with

*	See Appendix A for definitions and reconciliations of these non-GAAP financial measures to the nearest GAAP measures.

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the following weighted measures:

	■	50% Oleochemical /alternative fatty acid product volume (“AFA Product Volume”); and
	■	50% AFA EBITDA Margin (“AFA EBITDA Margin”*)

The maximum payout under the PC Transformation Award is 100% of the target PSUs.

Payout of 2021 PSU Award: The PSU awards granted in 2021 had Average ROIC* and Cumulative EPS* as the performance metrics for the 2021-2023 performance period. Based on our performance relative to the pre-established targets, the NEOs earned 67% of their target PSUs.

Executive compensation philosophy

Ingevity’s executive compensation program reflects the Company’s “pay-for-performance” philosophy. Compensation is directly linked to business plans and individual performance, with short- and long-term incentive programs based on metrics tied to the achievement of key financial objectives and individual performance. We are focused on achieving long-term, sustainable stockholder value.

We designed our executive compensation program to attract, motivate, and retain highly talented executives. In setting compensation, the T&C Committee considers both our peer group and national survey data (“Comparative Compensation Data”). We also consider other factors, including each executive’s role and level of responsibility, the importance of the executive’s contributions toward meeting the Company’s goals and objectives, individual performance and experience, internal pay equity, and the economic and business environment in which the Company operates.

The Company’s executive compensation program is designed ~~to deliver stockholder value by appropriately compensating senior leaders for the successful execution of Ingevity’s operating strategy and achievement of its stated performance goals.~~to:

This Compensation Discussion and Analysis (“CD&A”) discusses the compensation program and the compensation decisions made for fiscal year 2017 with respect to the following Named Executive Officers (“NEOs”):

~~Name~~SUPPORT OUR BUSINESS STRATEGY	~~Title~~PAY FOR PERFORMANCE	PAY COMPETITIVELY	ALIGN NEOS’ AND STOCKHOLDERS’ INTERESTS	DISCOURAGE EXCESSIVE RISK-TAKING
~~D. Michael Wilson~~ Our program aligns with our business strategy, which is focused on long-term earnings, revenue growth and sustained growth in stockholder value, by providing our NEOs with long-term incentives tied to growth and value creation.	~~President~~A large portion of our executive pay is dependent upon the achievement of corporate and ~~Chief Executive Officer~~
~~John C. Fortson~~ business unit goals and individual performance. We pay higher compensation when goals are exceeded and lower compensation when goals are not met.	~~Executive Vice President, Chief Financial Officer & Treasurer~~
~~Katherine P. Burgeson~~ We use the market median based on our Comparative Compensation Data as the main reference point for target compensation. Compensation targets for individual executives may differ from the market median based on roles and responsibilities, performance, strategic impact, experience, internal pay equity, special hiring situations, retention concerns, succession planning needs and other relevant considerations.	~~Executive Vice President, General Counsel & Secretary~~
~~Michael P. Smith~~ We provide a significant portion of our NEOs’ overall compensation opportunity in the form of equity-based compensation, including performance stock units with multi-year performance goals that align with the long-term interests of our stockholders.	~~Executive Vice President & President, Performance Chemicals, Strategy~~Our program includes balanced short- and ~~Business Development~~
~~S. Edward Woodcock~~	~~Executive Vice President & President, Performance Materials~~
~~Edward A. Rose~~	~~Former Executive Vice President & President, Performance Chemicals~~ long-term, cash and equity, along with fixed and variable elements to discourage excessive risk-taking.

~~Mr. Rose left the Company effective January 31, 2017. However, Mr. Rose is an NEO for the 2018 Proxy Statement based on his service to the Company as an executive officer~~

~~and the compensation and severance paid to him during fiscal 2017.~~

~~2017 Performance Highlights~~

The Company’s management team faced a broad set of challenges and opportunities in 2017. Having completed the Company’s spin-off from WestRock in the previous year, management successfully focused on : executing the operating plan for the year; improving environmental, health & safety performance and launching the Company’s sustainability initiative; continuing to build out corporate functions such as finance and IT; strengthening relationships with external stakeholders including the investment and capital market communities; navigating difficult market conditions in the Performance Chemicals business; adeptly managing the Performance Materials business to ensure continued innovation and the capacity necessary to meet growing demand; and enhancing employee engagement through the development of “The “IngeviWay,” the articulation of the Company’s core purpose, identity, vision and values.

Management also focused on opportunities to grow the business through M&A, culminating in the agreement to acquire the Georgia-Pacific pine chemicals business announced in August 2017. The Company has since put in place detailed integration plans to ensure a successful merging of the businesses.

All of these strategic initiatives had to be accomplished while at the same time maintaining keen focus on safety, commercial excellence, operations, and continuance of margin enhancement and cost discipline.

Overall, the Company delivered outstanding financial results. Net sales in 2017 were $972.4 million as compared to net sales of $908.3 for the prior year. Adjusted EBITDA in 2017 was $242.7 million which was up from our 2016 Adjusted EBITDA of $202.4 million. Free cash flow of $121.7 million⁽¹⁾ ~~was well ahead of expectations enabling Ingevity to end the year at a reduced leverage of 1.22x.~~

Additionally, on January 24, 2018, the Company closed on an offering of $300 million unsecured senior notes, priced at 4.5%, with the proceeds intended to be used to finance the Georgia-Pacific acquisition, or, if the transaction does not close, for working capital needs, capital expenditures, other acquisitions and other opportunities to enhance company performance.

For more information regarding the Company’s non-GAAP financial measure Adjusted EBITDA for both fiscal years 2017 and 2016, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Use of Non-GAAP Financial Measures” on page 45 of the 2017 Form 10-K.

~~(1)~~*

See Appendix A for ~~more details on free cash flow~~definitions and ~~for reconciliation~~reconciliations of ~~this~~these non-GAAP financial ~~measure~~measures to the nearest GAAP ~~measure.~~measures.

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Elements of our compensation program

~~16 - INGEVITY - 2018 Proxy Statement~~

The major elements of our executive compensation program are summarized below.

Base Salary	Fixed cash compensation that recognizes level of responsibilities, contributions towards meeting the Company’s goals and objectives, individual performance and experience, internal pay equity, the economic and business environment in which the Company operates, and other relevant considerations.	Mr. Fortson and Mr. Woodcock were the only NEOs who received base salary adjustments in 2023 of 6% and 8%, respectively, to better align Mr. Fortson with the market median and to recognize Mr. Woodcock’s individual performance and deep industry expertise. None of the other NEOs received base salary adjustments in 2023.
Short-term Incentive Plan (“STIP”)	Performance-based cash compensation that rewards achievement of key annual financial performance targets for the full Company (in the case of our corporate leadership--CEO, CFO, GC, and CHRO), and a blend of our full Company and applicable business segment results (in the case of our segment presidents) along with achievement of individual performance goals.	2023 STIP performance metrics for corporate leadership were Company STIP-Adjusted EBITDA* (50%), Company STIP-Adjusted Revenue* (30%) and Individual Performance (20%). 2023 STIP performance metrics for the business segment leadership were Company STIP-Adjusted EBITDA* (25%), BU STIP-Adjusted EBITDA* (25%), Company STIP-Adjusted Revenue* (15%), BU STIP-Adjusted Revenue* (15%) and Individual Performance (20%).
Long-Term Incentive Plan (“LTIP”)	Equity compensation that promotes achievement of long-term strategic objectives and aligns the executives’ interests with stockholder interests. The 2023 LTIP opportunity is allocated as folows: ■ 60% - Performance Stock Units (“PSUs”) ■ 40% - Service-Based Restricted Stock Units (“RSUs”)	2023 PSU performance metrics are Average ROIC* (30%) and Cumulative EPS* (70%). We added a +/-15% relative total shareholder return (“rTSR”) modifier to enhance alignment with stockholder value. The rTSR modifier increases the LTIP payout if we achieve a greater than 75th percentile rTSR as compared with our chosen S&P indices and decreases the LTIP payout if we are below the 25^thpercentile as compared with such indices.

*	Definitions and reconciliations, if applicable, of the non-GAAP financial measures shown in this column can be found in Appendix A.

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2023 pay mix

~~TABLE OF CONTENTS~~

~~Executive~~The mix of compensation elements awarded in 2023 to our CEO, Mr. Fortson, and the other NEOs is illustrated below. The chart reflects base salary and target STIP and LTIP, and does not include “All Other Compensation” shown in the “Summary Compensation ~~Policies~~Table” or the one-time PC Transformation Award to Mr. White described above.

CEO	Other NEOs

*	Other NEO chart reflects the average pay mix for the other four NEOs.

Say-On-Pay results

The T&C Committee values the input received from our stockholders on the Company’s executive compensation practices. At the 2023 annual stockholders’ meeting, our stockholders approved the compensation of our NEOs on an advisory basis by 93.6% of the votes cast.

Although the vote was non-binding, the T&C Committee considered the approval rate as an indication that Ingevity stockholders support the Company’s executive compensation philosophy and ~~Practices~~
decisions.

How We Set Compensation

Role of the CompensationT&C Committee Executive Officers and Compensation Consultants
the CEO

CEO compensation

The ~~Board~~T&C Committee, on behalf of ~~Directors~~the Board, is responsible for reviewing and approving the goals and objectives of Ingevity’s CEO, evaluating the CEO’s performance in light of such goals and objectives, and setting the CEO’s compensation based on such evaluation. The T&C Committee meets with the CEO to discuss his performance and compensation and seeks feedback on the CEO’s performance from the full Board and from senior management, including the officers that report to the CEO. Ultimately, decisions regarding the CEO’s compensation are made by the T&C Committee, meeting in executive session, without the CEO or any other executive present. In setting compensation for ~~providing counsel~~the CEO, the T&C Committee also takes into account other considerations as the committee deems appropriate, including overall leadership and external survey data compiled from our peer group of companies by Pearl Meyer, the T&C Committee’s independent compensation consultant (the “Compensation Consultant”), other Comparative Compensation Data, and the advice of the Compensation Consultant.

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Compensation for other executives

The T&C Committee, on behalf of the Board, is also responsible for reviewing and approving the compensation of senior ~~management,~~executives reporting to the CEO, including the other NEOs. ~~The Compensation Committee’s role is to assist~~In approving compensation for the ~~Board in fulfilling its responsibilities with respect to compensation~~other NEOs, the T&C Committee takes into account the assessment of ~~the Company’s executives and oversight of matters relating to the Company’s equity compensation and employee benefit plans.~~

~~The Compensation Committee is supported in its work~~their performance by the ~~Company’s Chief Human Resources Officer~~CEO and other ~~members~~key internal stakeholders, addressing such factors as achievement of ~~management. The~~individual goals and objectives, contribution to Ingevity’s performance and corporate goals, and other considerations as the committee deems appropriate, including Comparative Compensation ~~Committee has sole discretion to retain~~Data and ~~obtain~~ the advice of athe Compensation Consultant. In making his recommendations to the T&C Committee, the CEO is also supported by the CHRO.

Role of the compensation consultant and

The T&C Committee has retained ~~Pearl Meyer in that role.~~the Compensation Consultant as its independent compensation consultant to advise the T&C Committee on the composition of the compensation peer group, specific compensation levels for the NEOs, and whether the compensation program is appropriately designed to discourage excessive risk-taking, among other compensation related services. The Compensation Consultant also compiles the Comparative Compensation Data. The T&C Committee has the sole discretion and is directly responsible for the appointment, termination, compensation, and oversight of the work of ~~Pearl Meyer.~~ the Compensation Consultant.

Although the ~~Compensation~~T&C Committee retains ~~Pearl Meyer~~the Compensation Consultant directly, in carrying out assignments, ~~Pearl Meyer~~the Compensation Consultant also interacts with ~~Ingevity~~ management when ~~necessary and~~ appropriate. Specifically, ~~Pearl Meyer~~the Compensation Consultant interacts with the ~~Chief Human Resources Officer~~CHRO, other leaders in the Company’s human resources organization, and other members of management with respect to compensation and benefits data, best practices, peer group developments, and executive compensation trends. In addition, ~~Pearl Meyer~~the Compensation Consultant may ~~in its discretion,~~ seek input and feedback from members of management regarding its consulting work product ~~prior to presentation~~before presenting it to the ~~Compensation~~T&C Committee ~~for example~~ to confirm ~~its~~ alignment with Ingevity’s business strategy, determine what additional data may ~~need to~~ be ~~gathered,~~needed, or identify other issues. ~~Pearl Meyer~~

The T&C Committee regularly meets with the Compensation Consultant in executive session independent of management. Further, the T&C Committee Chair speaks on occasion with the Compensation Consultant on executive compensation matters independently of management.

The Compensation Consultant does not provide any services to Ingevity other than its consulting services to the ~~Compensation~~T&C Committee related to executive and director compensation. The ~~Compensation~~T&C Committee determined that, in fiscal ~~2017~~2023, the work performed for the ~~Compensation~~T&C Committee by ~~Pearl Meyer~~the Compensation Consultant did not raise any conflict of interest. In making

~~this~~ its determination, the ~~Compensation~~T&C Committee considered the independence of ~~Pearl Meyer in light of~~the Compensation Consultant considering SEC rules and regulations and NYSE listing standards.

~~In setting compensation for Company senior executives reporting to the CEO (including the NEOs), the Compensation Committee takes into account the CEO’s assessment~~

Role of their performance, addressing such factors as achievement of individual goals and contribution to Ingevity’s performance and corporate goals. Prior to making specific compensation recommendations to the Compensation Committee for these senior executive officers, the CEO and the Chief Human Resource Officer review compensation and external survey data compiled by Pearl Meyer on similar executives from our peer group of companies and other national survey data (“Comparative Compensation Data”). Decisions regarding the compensation of these senior executives are then made by the Compensation Committee after considering recommendations from the CEO and Chief Human Resources Officer and taking into account such matters as the Compensation Committee deems appropriate, including Comparative Compensation Data, the advice of and other materials presented by its compensation consultant.analysis

The Compensation Committee meets with the CEO to discuss his own compensation package, but ultimately, decisions regarding the CEO’s compensation are made by the Compensation Committee, meeting in executive session, without the CEO or any other executive present. In setting the compensation for the CEO, the Committee will take into account such factors as overall leadership, company and individual performance as compared to plan and goals, and taking into account such other matters as the Compensation Committee deems appropriate, including Comparative Compensation Data, the advice of and other materials presented by its compensation consultant.

~~INGEVITY - 2018 Proxy Statement - 17~~

~~TABLE OF CONTENTS~~

~~Peer Group Analysis~~

Consistent with Ingevity’s goal to provide compensation that remains competitive, the ~~Compensation~~T&C Committee considers, among other ~~matters~~things, the executive compensation practices of companies in a peer group selected bybased on recommendations from the Compensation ~~Committee based on recommendation of its~~Consultant. In selecting the peer group for 2023 executive compensation, ~~consultant. In making its decision,~~ the ~~Compensation~~T&C Committee considered such factors as: (i) revenue size and profit margins, (ii) industry and business characteristics comparable to Ingevity; (iii) location and geographic reach, including global operations and/or distribution; (iv) competition for talent; and (v) data availability.

	i.	revenue size and profit margins;

	ii.	industry and business characteristics;

	iii.	location and geographic reach, including global operations and/or distribution;

	iv.	competition for talent; and

	v.	data availability.

The ~~2017 peer group is identical to the peer group used in 2016. The Compensation~~T&C Committee generally

targets compensation tocommensurate with the market median ~~within~~based on our Comparative Compensation Data. Compensation decisions also take into account other relevant factors, including an executive’s role and responsibilities, performance, the ~~peer group when determining an NEO’s compensation. However,~~importance of the ~~Compensation Committee reserves~~executive’s contributions towards meeting the ~~right to use the market data provided by the peer group as one of several reference points useful for determining the form~~Company’s goals and ~~amount of compensation. Competitive market data is supplemented with broader general industry survey data.~~objectives, experience and tenure, internal pay equity, special hiring situations, retention concerns, and other relevant factors.

~~Below is the peer group from which proxy data was used in the most recent executive compensation study.~~

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The peer group is reviewed periodically for appropriateness and comparability. The T&C Committee most recently reviewed peer group composition in April 2023 with the Compensation Consultant and discussed the peer group companies’ businesses, revenues, and relative performance. Following the T&C Committee’s most recent review, the Committee approved the following peer group with respect to the 2023 executive compensation program.⁽¹⁾

AdvanSix Inc.*	Innospec Inc.
Ashland Inc.*	Koppers Holdings Inc.*
Avient Corp.*	Mativ Holdings, Inc.*
Balchem Corp.	Minerals Technologies Inc.
Cabot Corp.	Orion S.A.*
Ecovyst Inc.	Quaker Chemical Corp.
Element Solutions Inc*	Sensient Technologies Corp.
H.B. Fuller Co.	Stepan Co.
Hexcel Corp.	Tronox Holdings

*	Newly added in 2023 and will be used to evaluate 2024 NEO compensation.
(1)	The T&C Committee excluded the following companies that were part of the Company’s 2022 peer group: CMC Materials, Ferro Corp, and GCP Applied Technologies, Inc.	~~Minerals Technologies Inc.~~
~~Cabot Corp.~~	~~H.B. Fuller Co.~~	~~Omnova Solutions Inc.~~
~~Calgon Carbon Corp.~~	~~Hexcel Corp.~~	~~Quaker Chemical Corp.~~
~~Laxness Solutions US~~	~~Innophos Holdings Inc.~~	~~Sensient Technologies Corp.~~
~~Eagle Materials, Inc.~~	~~Innospec Inc.~~	~~Stepan Co.~~
~~Ferro Corp.~~	~~Kraton Corp.~~	~~W.R. Grace~~ These companies were each excluded because they were acquired by a third party and ~~Co.~~ are no longer public companies. The T&C Committee added the companies indicated by an asterisk because recent industry consolidation had significantly reduced the number of the Company’s peers.

~~Executive Compensation Philosophy and Pay Elements~~

~~Our~~

NEO compensation philosophy reflects the Company’s “pay-for-performance” philosophy and is directly linked to business plans and individual performance, and is alignedelements

When taken as a whole, along with ~~the best interests~~other elements of our shareholders. Incentive programs are aligned with key financial metrics and individual performance measurements to ensure that our executives are all striving toward the same business goals in a unified and coordinated manner.

~~We designed~~ our executive compensation program, ~~to attract, motivate and retain highly-talented executives. It is~~the pay elements described below are intended to provide ~~market competitive~~a level of compensation ~~as determined by using both our peer group~~sufficient to attract and ~~national market survey data and considers other relevant factors such as individual performance, internal equity and experience. To accomplish this, our program is meant to:~~

~~Support our Business Strategy~~ ~~– Our program is aligned with our business strategy which is focused on long-term earnings growth and sustained growth in shareholder value by providing our NEOs with long-term incentives tied~~retain an effective management team, while being generally targeted to ~~value creation.~~

~~Pay for Performance~~ – A large portion of our executive pay is dependent upon the achievement of corporate and business unit goals as well as individual performance. We pay higher compensation when goals are exceeded and lower compensation when goals are not met.

~~Pay Competitively~~ ~~– Target compensation is set to be around~~ the market median ~~of our peer group and national market survey data. Compensation targets for individual executives may differ from median~~ based on ~~performance, strategic impact, experience and tenure, special hiring situations, retention and succession planning needs.~~

~~Aligned with Stockholders~~ ~~– Multi-year performance goals are set that align with the long-term interests of~~ our ~~stockholders.~~

~~Mitigate Risk~~ ~~– Our~~Comparative Compensation Data. In addition, our compensation program is ~~comprised of balanced elements that~~designed to discourage excessive ~~risk taking.~~

~~18 - INGEVITY - 2018 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~Compensation Practices and Policies~~

~~What We Do~~

~~We use~~risk-taking by using differentiated long-term equity instruments, multiple performance metrics, ~~to align pay with performance~~

~~We balance~~ short- and long-term ~~incentives by using a limited number of performance metrics to provide a balance between short-term~~programs, and ~~long-term value creation~~

~~We make performance-based compensation a significant component of each NEO’s total compensation~~

~~We cap incentive compensation to 200% of target performance~~

~~We set appropriate stock ownership requirements for NEOs~~

~~We maintain a compensation recoupment and forfeiture policy for the recovery of incentive based compensation~~

~~The Compensation~~active T&C Committee ~~employs an independent compensation consultant to review and advise on executive compensation~~

~~We limit executive perquisites~~

~~We use double trigger change of control severance provisions~~

~~We engage with our shareholders~~

~~What We Don’t Do~~

~~We do not establish or allow compensation practices that encourage excessive risk taking~~

~~We do not allow the repricing, backdating or discounting of stock options~~

~~We prohibit hedging, pledging or short sales of Ingevity stock by any director or employee~~

~~We do not provide excise tax gross-ups for change of control payments or income tax gross-ups to offset imputed income associated with executive financial counseling benefits.~~

~~Pay Elements:~~oversight.

Base Paysalary

~~Base salaries are designed to provide a stable source of income for our executive officers.~~

~~Short-term Incentive Plan (STIP)~~

Funding of the STIP is exclusively based on the Company meeting its pre-established financial performance targets. Funding runs between 50 percent to 200 percent of the STIP target incentive potential. If the Company does not meet the threshold target values the plan is not funded. If the Company meets or exceeds the maximum target values the plan is funded at 200 percent.

~~NEO individual awards are based initially on Ingevity’s attainment of STIP-Adjusted EBITDA target and influenced by~~

~~individual performance against individual goals. No payout occurs if Ingevity’s actual performance is below the threshold performance level.~~

~~Long-term incentive Plan (LTIP)~~

Long-term incentive awards are earned based on a limited number of key performance metrics that have been selected to ensure long-term value creation aligned with the long-term interests of our stockholders. It recognizes an executive’s recent performance and potential future contributions and provides a total compensation opportunity with payouts based on actual performance relative to pre-established financial performance targets. Fifty percent of our long-term incentive compensation is comprised of performance based restricted stock units (“PSUs”). The value of these awards is earned only after a threshold level of performance is achieved and maximum payout is capped at 200 percent. The other 50 percent is delivered through service-based restricted stock units (“RSUs”) and non-qualified stock options.

~~Additional Elements of Executive Compensation~~

~~Executives generally participate in the same benefit plans as other Ingevity employees. These are described on page~~ 25 under “Benefits and Perquisites”. Where IRS rules limit the ability of executives to participate at the same level as other employees, they may participate in a non-qualified plan which is described more fully on page 31. We do not offer a defined benefit pension plan. However, the Company maintains a Retirement Restoration Plan that mirrors benefits provided under a qualified defined benefit plan sponsored and maintained by our former parent company, WestRock (the “WestRock Pension Plan”). The Retirement Restoration Plan is a non-qualified plan that was adopted by the Company to honor historical WestRock obligations under an Employee Matters Agreement between WestRock and the Company as part of the Separation. The plan was frozen at the time of the Separation, and none of our NEOs currently accrue a benefit under this plan. Our benefits programs are intended to be competitive with market practice.

Our perquisites program is limited and designed to promote the security and wellbeing of our executives thereby allowing them to focus on company business. Our perquisites include financial counseling and executive physicals. The value of the financial counseling is credited to the NEO as imputed income. There is no tax gross-up.

~~Pay Mix~~

Over 50 percent of our NEOs’ total direct compensation is performance based as shown in the charts below. Performance-based compensation is delivered in a combination of performance-based cash, stock options and performance-based restricted stock.

~~INGEVITY - 2018 Proxy Statement - 19~~

~~TABLE OF CONTENTS~~

~~Pay Mix~~

~~The charts below illustrate the target total direct compensation for 2017 for Mr. Wilson and the average of the other NEOs.~~

A significant portion (71%) of Mr. Wilson’s total direct compensation is performance-based compensation and is delivered in a combination of performance-based cash, stock options and performance-based restricted stock units

~~(“PSUs”). Similarly, (62%) of the average of the NEOs’ total direct compensation is delivered through performance-based compensation.~~

~~Say-on-Pay Vote~~

~~At last year’s annual meeting, more than 96% of votes cast were in favor of the advisory vote to approve our executive compensation. The Compensation Committee and Ingevity~~

~~management have taken these results into consideration by continuing to emphasize the performance-based elements of our compensation program.~~

~~2017 Base Salary~~

Base salaries are intended to provide a level of fixed compensation sufficient to attract and retain an effective management team when considered in combination with the long-term and short-term incentive awards and other elements of our executive compensation program. The relative levels of base salary for executive officers are designed to reflect each executive officer’s scope of responsibility, experience and performance, competitive pay levels, market trends, economic conditions, and other relevant factors.

The T&C Committee generally reviews and approves base salaries annually in February, with new salaries effective as of February 1 of the same year. The T&C Committee may make other salary ~~increases, accountability within Ingevity and economic factors. Base~~adjustments periodically in connection with promotions or changes in role or responsibilities, to reward individual performance, for reasons related to retention, or to ensure market competitiveness. The committee’s review focuses on whether base salaries ~~are reviewed annually to determine if they~~ are equitably aligned within Ingevity and are at ~~sufficient~~sufficiently competitive levels to attract and retain top talent. In ~~2016, our~~addition, consideration is given to Comparative Compensation Data and such other factors as the T&C Committee considers appropriate. The T&C Committee also reviews base salary compensation with the Compensation Consultant.

INGEVITY | 2024 Proxy Statement

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2023 Base Salaries

Our CEO’s base salary was ~~91% of~~increased to align his pay more closely to the ~~market~~ median ~~and our NEOs’ base salaries ranged from 74% to 106% of the market median~~CEO pay based on our peer group and ~~survey data.~~ Comparative Compensation Data. Mr. Woodcock’s salary was increased in acknowledgement of his extensive tenure in the role and deep industry expertise. All other NEO base salaries were unchanged from 2022.

The ~~following chart shows~~full-year base

~~salary increases~~ salaries for ~~2017. Mr. Smith’s increase is~~our NEOs in connection with his promotion in February 2017 to Executive Vice President, and President of Performance Chemicals and Business Development. The following table shows base salary for each NEO at December 31, 2017:2023 were as follows:

NEO
Percentage Increase
2017 Annual Base Salary ($)
D. Michael Wilson

6.3
%

850,000

John C. Fortson

3.2
%

490,000

Katherine P. Burgeson

9.1
%

360,000

Michael P. Smith

23.0
%

375,000

S. Edward Woodcock

9.1
%

300,000

~~20 - INGEVITY - 2018 Proxy Statement~~

NEO 2023 Annual Base Salary
($) 2022 Annual Base Salary
($) % Change
John C. Fortson 1,000,000 940,000 6.0%
Mary Dean Hall 510,000 510,000 0.0%
Stacy L. Cozad 470,000 470,000 0.0%
S. Edward Woodcock 475,000 435,000 8.4%
Richard A. White⁽¹⁾ 460,000 460,000 0.0%
(1) Mr. White’s 2022 annual base salary was set at $380,000 effective January 1, 2022 and was increased to $460,000 effective November 1, 2022.
~~TABLE OF CONTENTS~~
~~2017~~
Short-Term Incentive Plan ~~(“STIP”)~~
and 2023 awards

Ingevity’s STIP consists of an annual cash incentive that is designed to ~~motivate and~~ reward participants ~~including NEOs,~~ for achieving Ingevity’s annual financial ~~operational~~performance targets and ~~strategic goals, through cash incentives.~~ their individual performance goals.
Target STIP payouts
The incentive award range that aneach NEO may earn is determined atnear the beginning of the year and expressed as a percentage of such NEO’s base salary. STIP payouts may never exceed 200% of base salary.
For 2023, the ~~amount paid is based on~~T&C Committee established the ~~actual results achieved for the year.~~
The 2017 annual incentive program was funded based on Ingevity’s achievement of a quantifiably predetermined financial target based on STIP adjusted earnings before interest, taxes, depreciation and amortization (“STIP-Adjusted EBITDA”), with adjusted payouts forfollowing threshold,
target, and maximum ~~performance not~~STIP incentive opportunities for the NEOs:
NEO       Threshold
(as a percentage of base salary)*       Target
(as a percentage of base salary)*       Maximum
(as a percentage of base salary)*
Mr. Fortson 25.0% 100% 200%
Ms. Hall 17.5% 70% 140%
Ms. Cozad 16.25% 65% 130%
Mr. Woodcock 16.25% 65% 130%
Mr. White 15.0% 60% 120%
* Linear interpolation is used to determine awards for performance between the threshold, target, and maximum goals.
Performance metrics
The T&C Committee selected the following metrics as the basis for 2023 STIP because the committee believes they are important and effective measures of short-term performance. The T&C Committee continued to ~~exceed 200%~~emphasize individual accountability with the inclusion of ~~target. For additional information concerning the STIP-Adjusted EBITDA calculation, including~~ a ~~reconciliation of such numbers to GAAP, please see Appendix A. Individual awards are based initially on Ingevity’s attainment of this STIP-Adjusted EBITDA goal and also influenced by~~20% individual performance ~~against~~component to STIP, which considers an individual’s success in meeting Company and individual short-term goals. No payout occurs if Ingevity’s actual STIP-Adjusted EBITDA performance is below the threshold performance level. Threshold performance is set at 92% of target. There is no payout if performance falls below 92% of target.
~~The weighting and actual performance of each target measure is described in the table below:~~
~~Metric~~
INGEVITY  |  2024 Proxy Statement
~~Performance~~
~~2017 Goals~~
~~Funding~~
~~Actual~~
~~Performance~~⁽¹⁾
~~STIP-Adjusted EBITDA~~
~~Threshold~~
~~$200 million~~
50
%
~~Target~~
~~$218 million~~
~~100~~
%
~~Above Target~~
~~$228 million~~
~~150~~
%
~~Maximum~~
~~$236 million~~
~~200~~
%
~~$240 million~~
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Company-Wide Metrics Segment Metrics Individual Performance
NEO       STIP-Adjusted
EBITDA*       STIP-Adjusted
Revenue*       BU STIP-Adjusted
EBITDA*       BU STIP-Adjusted
Revenue*
Mr. Fortson 50% 30% 0% 0% 20%
Ms. Hall 50% 30% 0% 0% 20%
Ms. Cozad 50% 30% 0% 0% 20%
Mr. Woodcock (Performance Materials Segment) 25% 15% 25% 15% 20%
Mr. White (Performance Chemicals Segment) 25% 15% 25% 15% 20%
~~(1)~~* See Appendix A for ~~more details on STIP-Adjusted EBITDA~~definitions and ~~for a reconciliation~~reconciliations of ~~this~~these non-GAAP financial ~~measure~~measures to the nearest GAAP measures.~~measure.~~
2023 Financial performance targets and results
In 2023, the Company moved its engineered polymers business line from the Performance Chemicals segment into its own segment designated as Advanced Polymer Technologies. The ~~Compensation~~performance targets for the Performance Chemicals segment reflect this change. At the time the T&C Committee ~~approved~~set the ~~following~~ target ~~short-term incentive awards~~performance levels for ~~2017:~~
Annual Short Term Incentive Award Targets (as percent of base salary)

Threshold
Target⁽¹⁾
Maximum
Actual
2017 Payout
Mr. Wilson

50
%

100
%

200
%

200
%
Mr. Fortson

35
%

70
%

140
%

140
%
Ms. Burgeson

25
%

50
%

100
%

100
%
Mr. Smith

27.5
%

55
%

110
%

110
%
Mr. Woodcock

27.5
%

55
%

110
%

110
%
~~(1)~~ ~~The Compensation Committee increased Mr. Smith and Mr. Woodcock’s annual incentive targets in 2017 to 55% from 50% based on peer~~ ~~group and general industry survey benchmark data.~~

~~Actual STIP-Adjusted EBITDA~~the Company and each business unit, the goals were believed to be challenging but achievable, and the maximum level of performance was believed to be achievable but only with exceptional performance. During 2023, the Performance Chemicals segment was impacted by the unprecedented and material regulatory-driven cost increase to CTO, a key raw material for ~~2017 was calculated utilizing Ingevity’s published~~its industrial specialties product line. The dramatic cost increase caused a disproportionately negative impact to Performance Chemicals’ and corporate financial ~~statements except that~~results. The terms of the ~~Compensation~~STIP permit the T&C Committee ~~may adjust such calculations~~to make certain discretionary adjustments to exclude the effect of certain non-recurring items of gain or ~~loss.~~loss, or other adjustments reflecting substantial out of the ordinary matters.

The ~~Compensation~~2023 STIP targets and actual performance and payouts are set forth below.

Company STIP-Adjusted EBITDA* Company STIP-Adjusted Revenue*
Performance
Level      Payout Range
(% of target
award)      Goals⁽¹⁾      Actual
Performance      % of Target
Achieved/
Payout      Goals⁽¹⁾      Actual
Performance⁽¹⁾      % of Target
Achieved/
Payout
Threshold** 25% $ 405.0 $             398.3 0.0% $ 1,690.0 $           1,688.2 0.0%
Target 100% $ 500.0 $ 1,937.0
Maximum 200% $ 600.0 $ 2,173.0

Performance Chemicals
BU STIP-Adjusted EBITDA* Performance Chemicals
BU STIP-Adjusted Revenue*
Performance
Level Payout Range
(% of target
award) Goals⁽¹⁾ Actual
Performance⁽¹⁾ % of Target
Achieved/
Payout Goals⁽¹⁾ Actual
Performance⁽¹⁾ % of Target
Achieved/
Payout
Threshold** 25% $ 130.0 $               64.9 0.0% $ 940.0 $              900.9 0.0%
Target 100% $ 170.0 $ 1,067.0
Maximum 200% $ 230.0 $ 1,213.0
⁽¹⁾ Amounts expressed in millions
* See Appendix A for definitions and reconciliations of these non-GAAP financial measures to the nearest GAAP measures.
** No payout is earned on a metric if results are below threshold.
INGEVITY  |  2024 Proxy Statement     47
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Performance Materials
BU STIP-Adjusted EBITDA* Performance Materials
BU STIP-Adjusted Revenue*
Performance
Level      Payout Range
(% of target
award)      Goals⁽¹⁾      Actual
Performance      % of Target
Achieved/
Payout      Goals⁽¹⁾      Actual
Performance      % of Target
Achieved/
Payout
Threshold** 25% $ 240.0 $ 288.8 162.5% $ 530.0 $ 586.0 90.0%
Target 100% $ 275.0 $ 595.0
Maximum 200% $ 300.0 $ 650.0
* See Appendix A for definitions and reconciliations of these non-GAAP financial measures to the nearest GAAP measures.
** No payout is earned on a metric if results are below threshold.
⁽¹⁾ Amounts expressed in millions
Individual performance
Performance goals are typically established near the beginning of the year and generally include both leadership objectives and strategic business objectives. Individual NEO performance is evaluated by the T&C Committee ~~believes STIP-Adjusted EBITDA is an appropriate~~by comparing actual performance to the pre-established individual goals, as well as by considering individual accomplishments and ~~effective measure~~other relevant performance criteria.
Against the challenging backdrop of Ingevity’s overall short-term performance. The threshold level of performance was set at 92 percent of target, which was at the 2016 STIP target level. At the time the Compensation Committee determined the target level of performance, the goal was believed to be high, but obtainable. The maximum level of performance was2023, and based on ~~108% of target and was believed to be realizable, but only with exceptional performance.~~

~~In determining~~individual achievements against their goals, the T&C Committee approved STIP funding for the individual performance ~~element~~component of the NEOs STIP awards ranging from 75% to 150% of target. A description of each NEO’s ~~short-term incentive payment for 2017, the Compensation Committee considered the following~~individual performance achievements with respect to 2023 is set forth below under “NEO Performance and Compensation Decisions.”

2023 STIP Payouts

STIP payouts for our NEOs were as ~~compared to the individual’s 2017 goals:~~follows:

~~D. Michael Wilson, CEO and President.~~ ~~Mr. Wilson’s accomplishments during the year included:~~

Executing the Company’s strategic plan, delivering improved revenue by $64 million, or 7.1%, to $972 million and grew Adjusted EBITDA by $41 million, or 20.3%, to $243 million (See Appendix A and the Company’s 2017 Annual Report on Form 10-K) (the “Company 2017 10-K”)

~~Delivering strong cash flow ($122 million) driven by higher earnings from organic growth, cost savings and disciplined capital investment (See Appendix A)~~

NEO     STIP     2023
Target⁽¹⁾     Company STIP-
Adjusted EBITDA
Funding⁽²⁾     BU STIP-
Adjusted
EBITDA
Funding⁽²⁾     Company
STIP-
Adjusted
Revenue
Funding⁽²⁾     BU STIP-
Adjusted
Revenue
Funding⁽²⁾     Total 2023
STIP Payout
for Financial
Metrics^(2),(3)     Individual
Performance
Funding     Total 2023
STIP Payout,
Reflecting
Financial
and
Individual
Performance
Metrics⁽³⁾     Total 2023
STIP
Payout⁽⁴⁾
Mr. Fortson $ 995,000 0.0% 0.0% 0.0% 85.0% 17.0% $ 169,150
Ms. Hall $ 357,000 0.0% 0.0% 0.0% 100.0% 20.0% $ 71,400
Ms. Cozad $ 305,500 0.0% 0.0% 0.0% 100.0% 20.0% $ 61,100
Mr. Woodcock $ 306,584 0.0% 162.5% 0.0% 90.0% 67.6% 150.0% 84.1% $ 257,780
Mr. White $ 276,000 0.0% 0.0% 0.0% 0.0% 0.0% 75.0% 15.0% $ 41,400
(1) Target represents the target STIP opportunity percentage for each NEO described above multiplied by the amount of salary paid in 2023.
(2) Percentages reported are equal to the percentage of target achieved for each metric (as shown in the table above). See Appendix A for definitions and reconciliations of these non-GAAP financial measures to the nearest GAAP measures.
(3) Total 2023 STIP Payout, Reflecting Financial and Individual Performance Metric presents the total 2023 STIP payout percentage for each NEO after weighting the financial metrics percentage at 80% and the individual performance metric at 20%.
(4) To obtain “Total 2023 STIP Payout,” multiply “2023 STIP Target” by “Total 2023 STIP Payout, Reflecting Financial and Individual Performance Metrics.” Calculated scores are rounded up to the nearest $10.
~~INGEVITY - 2018 Proxy Statement - 21~~

~~TABLE OF CONTENTS~~

~~Advancing the Company’s strategic plan by executing an agreement to acquire Georgia-Pacific’s pine chemicals business, the Company’s first acquisition as a public company~~

~~Enhancing and strengthening relationships with internal and external stakeholders by consistently delivering on commitments~~

~~Providing strong emphasis on safety culture resulting in “best-ever” safety performance in 2017~~

~~Enhancing employee engagement through the establishment of the “IngeviWay”, the articulation of the Company’s core purpose (“to purify, protect and enhance”), identity, vision, and values~~

~~Setting a strong “tone at the top” for the Company’s code~~ ~~of conduct and broader compliance and ethics programs~~

~~John C. Fortson, EVP, CFO & Treasurer.~~ ~~Mr. Fortson’s accomplishments during the year included:~~

Assisting the CEO in development and execution of strategic plan that delivered significant growth in both revenue and earnings, as well as strong free cash flow: $972 million in revenue, $243 million of Adjusted EBITDA and $122 million of free cash flow. (See Appendix A and the Company 2017 Form 10-K)

~~Effectively funded growth initiatives and managed costs through management of capital allocation process~~

~~Improving the Company’s financial position and strategic flexibility by increasing, amending and extending the Company’s credit facilities to a $550 million revolver and $375 million term loan~~

~~Implementing hedging strategies in certain raw materials and currencies to manage the Company’s risk profile~~

~~Continuing to strengthen Information Technology efforts across the Company including investments in hardware, software and security~~

~~Leading effective capital markets communications efforts and investor visits in developing supportive market relationships~~

~~Continuing to strengthen the finance organization through the hiring and development of key talent and sustained focus on continuous improvement~~

~~Katherine P. Burgeson, EVP, General Counsel & Secretary.~~ ~~Ms. Burgeson’s accomplishments during the year included:~~

~~Providing strong counsel to the Board of Directors, established sound governance foundation and developed and managed an effective corporate secretary function~~

~~Providing effective advice and counsel to the CEO and Company business leaders, advancing the Company’s business strategies and goals while appropriately balancing risks and opportunities~~

~~Developing and leading the process supporting the Company’s first annual report and proxy statement and annual meeting of stockholders~~

~~Developing and effectively managing the Company’s law department and related functions, effectively supporting the Company’s legal needs while maintaining cost controls~~

~~Providing legal strategy and guidance on the agreement to purchase the Georgia-Pacific pine chemical assets and high yield debt offering as well as numerous strategic initiatives~~

~~Formalizing and redesigning the Company’s compliance risk management program and providing strong leadership on compliance matters and setting the tone at the top~~

~~Michael P. Smith, EVP & President Performance Chemical~~s,~~Strategy~~ ~~and Business Development.~~ ~~Mr. Smith’s accomplishments during the year included:~~

Providing strong leadership in the Performance Chemicals segment which resulted in exceeding prior year segment revenue by $16 million or 2.6% and Segment EBITDA by $22 million or 27.6% (See Appendix A and the Company 2017 Form 10-K)

~~Improving Segment EBITDA margin from 13.0% to 16.2%~~

~~Leading the evaluation of strategic business development opportunities which resulted in an agreement to purchase the pine chemicals business of Georgia-Pacific~~

~~Providing thoughtful leadership in the Performance Chemicals segment towards an enterprise wide, P&L focus~~

~~S. Edward Woodcock, EVP & President Performance~~ ~~Materials.~~ ~~Mr. Woodcock’s accomplishments during the year included:~~

Providing leadership in the Performance Materials segment, which lead to increased segment revenue of $48 million or 16.0% and Segment EBITDA of $19 million or 15.0% (See Appendix A and the Company 2017 Form 10-K)

~~Developing and producing new products that will help the Company meet expected increased regulatory requirements~~

~~Leading capacity enhancements to meet expected growth in China demand~~

~~Prudently managing working capital for the segment~~

~~Leading successful Operational Excellence implementation at our Waynesboro, GA honeycomb facility that greatly increased productivity and enabled significantly lower capital~~

~~22 - INGEVITY - 2018 Proxy Statement~~

~~TABLE OF CONTENTS~~

Long-Term Incentive Plan (“LTIP”)
and 2023 awards

~~Equity-based awards~~Ingevity’s LTIP is designed to recognize the performance of our executives who drive the development and execution of our long-term business strategies and goals. ~~The primary purposes of these~~These awards are designed to further align ~~further the executive’s interest~~executives’ interests with those of Ingevity’s stockholders, ~~and with Ingevity’s longer-term objectives, to drive~~reward executives for stockholder ~~return, to~~value creation, maintain the competitiveness of our total compensation packages, foster executive stock ownership, and to promote retention. ~~The Compensation Committee also considers peer group data for a general understanding of industry equity practices as well as equity plan share usage and dilution and company expense.~~

~~When making~~ LTIP awards are granted under the ~~Compensation~~2016 Omnibus Incentive Plan, as amended (the “Omnibus Plan”), which provides for, among other things, “double trigger” vesting of any LTIP awards that qualify as replacement awards in connection with a change of control, as described under the heading “Severance Arrangements.”

INGEVITY | 2024 Proxy Statement

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For 2023, the awards granted annually under the Company’s LTIP were delivered in two forms, as described below.

Type of Award	Percentage of Total LTIP Opportunity	Vesting and Payment Terms
PSUs	60%	PSUs vest upon certification by the T&C Committee of the achievement of certain pre-determined performance targets over a three-year performance period, provided the recipient meets the requisite terms, including continued service. Payouts depend on the level of achievement of the performance targets set by the T&C Committee for the related three-year performance period. PSU payouts may be modified +/-15% by the Company’s rTSR performance. The performance metrics and targets and the rTSR modifier are described below.
RSUs	40%	RSUs granted for the annual LTIP opportunity vest ratably in three annual increments beginning on the first anniversary of the grant date, provided the recipient meets the terms, including continued service.

The T&C Committee ~~first determines~~removed options as a form of award under our LTIP for 2023 and reallocated the ~~total grant date~~respective LTIP compensation value between PSUs and RSUs. The result is a plan that is less dilutive to stockholders and more compelling for attracting, retaining, and motivating executives while also rewarding business outcomes aligned to the stockholder experience. The T&C Committee believes that the current LTIP equity allocation provides a good balance of performance and retention oriented elements.

The target values of individual NEO awards are expressed as a percentage of base compensation and are set early each year by the T&C Committee. The number of RSUs and PSUs awarded is based on the closing price of the ~~award~~Company’s Common Stock on the grant date.

Each NEO’s 2023 total LTIP opportunity prior to application of the rTSR modifier and ~~then delivers that value in three components: PSUs to deliver an estimated 50%~~the breakdown of ~~each NEO’s long-term incentive award, with~~ the ~~remaining portion to be delivered in the form of non-qualified stock options (25%) and service-based RSUs (25%).~~LTIP components are shown below.

~~Performance-Based~~

NEO Base Salary Target LTIP
Opportunity RSUs (40%) PSUs at Target* (60%)
Mr. Fortson $ 1,000,000 400% $ 1,600,000 $ 2,400,000
Ms. Hall $ 510,000 200% $ 408,000 $ 612,000
Ms. Cozad $ 470,000 165% $ 310,200 $ 465,300
Mr. Woodcock $ 475,000 150% $ 285,000 $ 427,500
Mr. White $ 460,000 150% $ 276,000 $ 414,000
* PSUs are shown at target but may pay out from 0-230% based on performance and positive application of the rTSR modifier (as further described below) is the only circumstance under which PSUs may pay out in excess of 200%. See “Performance-Based Restricted Stock Units” for more information.
Performance-based Restricted Stock Units.
The ~~PSUs~~following performance metrics apply with respect to the PSU awards granted in ~~2017 vest on December 31, 2019. The number of shares delivered will be determined based on the Company’s financial performance relative to pre-established financial targets based on fiscal 2019~~2023:
70% - Adjusted three-year cumulative earnings per share (“Cumulative EPS”*); and
30% - Average adjusted return on invested capital ~~(ROIC)~~(“Average ROIC”*).
Actual PSUs earned are subject to the rTSR modifier based on the percentile ranking of our TSR over the three-year performance period relative to that of the companies comprising the S&P 1000 Chemicals Index. The rTSR modifier increases the PSU payout by 15% if we achieve a greater than 75^th percentile rTSR as compared with the S&P 1000 Chemicals Index, and ~~cumulative earnings per share during~~decreases the ~~period beginning January 1, 2017~~PSU payout by 15% if we are below the 25^th percentile as compared with the S&P 1000 Chemicals Index. The rTSR modifier is not interpolated for performance between the 25^th and ~~ending December 31, 2019,~~75^th percentiles. The rTSR modifier is intended to emphasize the importance of maximizing stockholder returns while moderating payouts when financial metrics are achieved but the Company underperforms the market.
The T&C Committee, in consultation with ~~adjusted payouts~~the Compensation Consultant, believes that the performance metrics of Cumulative EPS and Average ROIC*, together with the rTSR modifier, closely align executives’ interests with those of our stockholders and incentivizes long-term value creation.
* See Appendix A for definitions and reconciliations, if applicable, of these non-GAAP financial measures to the nearest GAAP measures.
INGEVITY | 2024 Proxy Statement 49
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The T&C Committee established threshold, target, and maximum performance ~~not~~targets for the three-year performance period from January 1, 2023, through December 31, 2025, with respect to ~~exceed 200%~~each metric. At the time the performance levels were set, the target level of ~~target, as determined by~~performance was believed to be challenging but achievable, and the ~~Compensation~~maximum level was believed to be achievable, but only with exceptional performance. The 2023 PSU awards will vest (or not) after the T&C Committee certifies Ingevity’s performance at the end of the performance period.
There is no payout for performance below threshold. Payout at threshold is at 25% of PSUs granted, at target is 100% of PSUs granted, and at maximum is 200% of PSUs granted. Linear interpolation is used to determine award payouts between these pre-determined points. Payout of PSUs based on performance against the metrics for the performance period is then subject to the rTSR modifier described above. The ~~Compensation~~application of the rTSR modifier could result in payment below 25% of PSUs granted at threshold performance or up to 230% of PSUs granted at maximum performance.
PSU metric adjustments
Under the Omnibus Plan, the T&C Committee may adjust ~~the return on invested capital and cumulative earnings per share~~results for PSU metrics from time to time to exclude the effect of certain non-recurring items of gain or ~~loss. No vesting~~loss or other significant out of the ordinary matters (such as mergers, acquisitions, and dispositions; entry into joint ventures; significant restructurings; or changes in accounting rules or tax codes) if they had not been factored in when performance targets were established. Any such adjustments are made to ensure that executives are neither unduly rewarded nor penalized for successfully implementing Board-approved strategic initiatives, or as a result of external events that were unforeseen or outside their control.
2023 PC Transformation Award
In April 2023, Mr. White was granted, along with 34 other members of the PC team, a performance-based equity award (the “PC Transformation Award”) to reward and align the awardees to the strategic transformation of our PC segment. The volatility of CTO pricing has impacted Ingevity’s business significantly. Rapid transition to a broader based oleochemical product line model is essential for the long-term growth of the PC segment. This will ~~occur if Ingevity’s actual performance~~require a unique and significant end-to-end transformational realization in a short time-frame by key members of the PC team. To appropriately incentivize and reward this critical segment transformation, the T&C Committee granted a performance-based equity award opportunity that is ~~below~~intended to attract and retain key business, technical, and operational employees and incentivize them to effect the ~~threshold levels.~~

~~In 2017 NEOs were granted~~required transformation and drive behaviors aligned with meeting the ~~following 2017-2019 PSU opportunity:~~extraordinary challenge.

2017-2019 PSU Targets (as percent of base salary)

Minimum
Target⁽¹⁾
Maximum
Mr. Wilson

0
%

125
%

250
%
Mr. Fortson

0
%

87.5
%

175
%
Ms. Burgeson

0
%

42.5
%

85
%
Mr. Smith

0
%

40
%

80
%
Mr. Woodcock

0
%

40
%

80
%
~~(1)~~ ~~The Compensation Committee increased Mr. Wilson’s, Mr.~~ S~~mith’s and Mr. Woodcock’s LTIP award percentages in 2017 based on peer~~ ~~group and general industry survey benchmark data.~~

Mr. White received a PC Transformation Award effective May 1, 2023 of 13,969 PSUs, with a grant date fair value of $1,000,041. The ~~Compensation~~maximum payout under the PC Transformation Award is 100% of the target PSUs. The T&C Committee believes that ~~return~~Mr. White is critical to the success of the business transformation initiative as the leader of the PC segment, and that his PC Transformation Award is an appropriate acknowledgement of the significant challenge involved in driving both volume growth and margin in the new oleochecmical product line across new markets in a condensed window of time.

The PC Transformation Award has a two-year and eight month performance period from May 1, 2023 through June 30,2025, and is based on ~~invested capital~~the following performance metrics with respect to Mr. White’s grant:

50% - Oleochemical/alternative fatty acid product volume (“AFA Product Volume”); and ~~cumulative earnings per share~~
50% - AFA EBITDA Margin (“AFA EBITDA Margin”*).

*	See Appendix A for definitions and reconciliations, if applicable, of these non-GAAP financial measures to the nearest GAAP measures.

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The T&C Committee established challenging goals for each of the performance metrics so that only extraordinary results will result in a payout. The T&C Committee will certify performance results for the established metrics and, if the committee determines that any PSUs are ~~appropriate~~earned as a result, the earned PSUs will vest (if at all) one year from the date that the performance is certified, provided that the awardee continues to be employed by the Company through the vesting date. Note that, if the threshold metrics are met sooner than the end of the performance period, the T&C Committee may certify the results at such time.

The PC Transformation Award grant to Mr. White, which is detailed above, is included in the “Summary Compensation Table” and ~~effective measures~~the “Grant of ~~Ingevity’s overall~~Plan-Based Awards in 2023” table.

Payout of 2021 PSU award

The PSU awards granted in 2021 (“2021 PSU Awards”) had Average ROIC* and Cumulative EPS* as the performance targets for the related 2021-2023 performance period. The performance targets for these grants were established in the beginning of 2021, reflecting the long-term ~~performance.~~ goals in place at that time, and were recalculated in 2023 to incorporate the financial impact of significant one-time acquisitions and strategic investments occurring during the performance period that were not contemplated in the previously approved 2021 PSU Awards plan. This recalculation increased the target, threshold, and maximum performance goals required to result in a payout.

The T&C Committee approved payment to the NEOs of the 2021 PSU Awards, based upon the achievement of Average ROIC* and Cumulative EPS* performance goals at or around the threshold level ~~of performance was set~~for Cumulative EPS* and at ~~50% of target and was, at the time it was established, believed to be an achievable goal. At the time the Compensation Committee determined~~or around the target level for Average ROIC*. As a result, these PSUs were paid at 67% of the target amount.

Actual performance, as certified by the ~~goal was believed to be aggressive, but obtainable.~~ T&C Committee is reflected below:

Metric Threshold Target Maximum Actual Performance Payout
Cumulative EPS* 50% $15.05 $16.73 $18.06 $15.11 67%
Average ROIC* 50% 9.4% 12.4% 13.1% 12.5%
* See Appendix A for more details on the calculation of actual performance on the Cumulative EPS and Average ROIC.
The ~~maximum level of performance was set~~payment calculation for the 2021 PSU Awards that settled in February 2024 is shown below:
NEO Target PSUs Percentage Payable PSUs Payable*
Mr. Fortson 17,811 67% 11,934
Ms. Hall 2,324 67% 1,558
Ms. Cozad 3,973 67% 2,662
Mr. Woodcock 3,824 67% 2,563
Mr. White 1,260 67% 845
* The Company does not issue fractional shares. Any fractional amount of PSUs are paid out to the next whole share.
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CEO Pay
The T&C Committee generally targets executive compensation commensurate with the market median based on ~~200%~~our Comparative Compensation Data. For this reason, Mr. Fortson’s base salary was raised 6% and his LTIP target increased from 300% to 400% of ~~target~~his base salary in 2023. The T&C Committee set Mr. Fortson’s compensation using the pay elements described below to strike a balance between providing competitive compensation to Mr. Fortson and aligning his pay with stockholder interests and the stockholder experience.
Target vs. Realized Pay
Mr. Fortson’s total compensation package for 2023 includes a mix of long- and short-term variable pay elements that put 84% of his compensation at risk. These pay elements create a compensation structure that ensures a high correlation between ultimate payouts and individual and business performance. In 2023, approximately 68% of Mr. Fortson’s realized pay was ~~believed to be realizable, but only with exceptional performance.~~
~~Restricted Stock Units (“RSUs”). We grant a portion of our awards under the LTIP~~delivered in the form of ~~service-based RSUs~~long-term incentives, which strongly aligns his compensation to stockholder interests.
Realized Pay
A significant portion of Mr. Fortson’s target direct compensation is comprised of potential pay that could be realized in future years, depending on our performance against pre-established metrics. Due to this variable element, the T&C Committee finds it instructive to review Mr. Fortson’s realized pay against his target compensation to ensure that pay is appropriately aligned with performance and stockholder value creation. Realized pay is comprised of actual pay earned, including base salary and STIP payouts, plus the value of stock awards that vested, and options that were exercised, during the period.
2023 Realized Pay vs. Target
The chart below shows that Mr. Fortson’s realized pay in 2023 was approximately 60 percent of his target direct compensation, which illustrates how the “at-risk” nature of a substantial portion of his compensation strongly aligns with Company performance.
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~~help build ownership as a new public company~~
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NEO performance and to aid in our ability to retain our management team over a longer time horizon. These RSUs vest ratably over three years, with one-third vesting on each anniversarycompensation decisions

A description of the ~~grant date.~~performance highlights for 2023 of each NEO and related compensation decisions is set forth below.

~~Stock Options. We grant~~

John C. FORTSON, President, Chief Executive Officer, and Director

Age: 56

■ Delivered full-year revenue of $1.69B and EBITDA* of $397M, which were both ahead of market estimates

■ Increased sales by 1.4% year over year despite the difficult economic landscape in 2023, including achievement of record results in Performance Materials and Road Technologies

■ Took decisive action to mitigate the impact of unfavorable market conditions by implementing global cost containment strategies

■ Led the strategy transformation efforts to guide the Company in the identification of future growth paths for each business segment

■ Spearheaded Company-wide adoption of a new safety initiative that resulted in a substantial increase in safety hazard identification and near miss reporting

■ Finalized capacity expansion at the Company’s plant in Warrington, UK to deliver significantly more polyol capacity to fuel future growth

■ Drove the Company to place in the 91st percentile among our industry peers in the 2023 S&P Global Corporate Sustainability Assessment ranking

Base Salary: Mr. Fortson’s base salary increased 6.0% to $1,000,000

STIP: Mr. Fortson received a STIP award of $169,150, representing a 17% payout against target. Mr. Fortson’s STIP target remained at 100% of base salary for fiscal year 2023

LTIP: Mr. Fortson’s LTIP target increased from 300% to 400% of base salary for fiscal year 2023

*See Appendix A for definitions and reconciliations, if applicable, of these non-GAAP financial measures to the nearest GAAP measures.

Mary Dean HALL, Executive Vice President & Chief Financial Officer

Age: 67

■ Led the realignment of the Company’s segment reporting structure to move engineered polymers into its own reportable segment, Advanced Polymer Technologies, increasing transparency into how segment operating performance is measured for investors

■ Oversaw the successful completion of the SAP S/4 migration across the Company on schedule and under budget with minimal business disruption

■ Led timely comprehensive and rigorous cost-savings financial analysis, ensuring the ability of management to make sound decisions regarding the business transformation and cost mitigation efforts

■ Redesigned the supply chain function to leverage global footprint and successfully drove significant cost savings initiatives and process efficiency

■ Enhanced risk identification and management processes by implementing a co-sourcing model for internal audit, adding experienced staff, and integrating risk management processes across the Company into a holistic risk management framework, including cybersecurity and enterprise risk management

Base Salary: Ms. Hall’s base salary remained at $510,000

STIP: Ms. Hall received a STIP award of $71,400, representing a 20% payout against target. Ms. Hall’s STIP target remained at 70% of base/salary for fiscal year 2023

LTIP: Ms. Hall’s LTIP target increased from 160% to 200% of base salary for fiscal year 2023

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Stacy L. COZAD, Executive Vice President, General Counsel and Secretary

Age: 53

■ Led improvements in the areas of intellectual property protection and data privacy

■ Oversaw legal, compliance, and government affairs efforts to successfully navigate the restructuring of Performance Chemicals

■ Matured the Company’s ethics and compliance program

■ Ensured strong regulatory advocacy strategies for key opportunities across all three business segments

■ Drove re-envisioning of the Company’s sustainability strategy, including concentrating efforts on customer-focused innovation

Base Salary: Ms. Cozad’s base salary remained at $470,000

STIP: Ms. Cozad received a STIP award of $61,100, representing a 20% payout against target. Ms. Cozad’s STIP target remained at 65% of base salary for fiscal year 2023

LTIP: Ms. Cozad’s LTIP target increased from 130% to 165% of base salary for fiscal year 2023

S. Edward WOODCOCK, Executive Vice President and President, Performance Materials

Age: 58

■ Delivered record financial results despite significant market volatility

■ Oversaw the business segment with the lowest total case incident rate (TCIR) level across the Company’s U.S. locations, demonstrating an excellence in safety culture

■ Advanced the path to successful commercialization of the Nexeon alternative carbon use diversification opportunity

■ Delivered significant annual cost savings by transitioning the U.S. Performance Materials warehouse operations to a new in-house operating model

■ Developed opportunities and broadened sustainability benefits for NeuFuel™ by partnering with American CNG and school districts nation-wide to outfit school bus fleets with technology that enables diesel vehicles to run on natural gas to reduce fleet GHG emissions and operating costs

Base Salary: Mr. Woodcock’s base salary increased 8.4% to $475,000

STIP: Mr. Woodcock received a STIP award of $257,780, representing an 84.1% payout against target. Mr. Woodcock’s STIP target remained at 65% of base salary for fiscal year 2023

LTIP: Mr. Woodcock’s LTIP target increased from 130% to 150% of base salary for fiscal year 2023

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Richard A. WHITE, Senior Vice President, and President, Performance Chemicals

Age: 61

■ Drove record financial performance for Road Technologies business

■ Navigated the Performance Chemicals segment through a challenging year and outlined a path to transform the segment and position it for future growth

■ Oversaw the successful transformation of the Crossett, Arkansas plant from production of CTO-based products to production of oleochemical-based products

■ Led the integration of Ozark Materials and Ozark Logistics into the Ingevity core business

Base Salary: Mr. White’s base salary was remained at $460,000

STIP: Mr. White received a STIP award of $41,400, representing a 15% payout against target. Mr. White’s STIP target remained at 60% of base salary for fiscal year 2023

LTIP: Mr. White’s LTIP target increased from 100% to 150% of base salary for fiscal year 2023. In addition, Mr. White received the one-time PC Transformation Award (see “PC Transformation Award” described above).

Other compensation and benefits

Offer letters

The Company has entered into an offer letter with each of the following NEOs regarding employment terms (“Offer Letters”): Mr. Fortson, Ms. Hall, Ms. Cozad, and Mr. White. The Offer Letters generally list the compensation arrangements for the applicable NEO, including the STIP and LTIP details, details regarding sign-on or one-time equity or cash compensation, and details on stock ownership guidelines and other applicable Company policies. Offer Letters for Mses. Hall and Cozad include assistance with relocation benefits.

Severance arrangements

Severance and change of control agreements

The Company has a ~~portion~~Severance and Change of ~~our awards~~Control agreement with each of the NEOs. The purpose of the agreements is to ensure that Ingevity:

	(a)	offers benefits that provide an overall compensation package that is competitive with that offered by other companies with which Ingevity competes for talent;
	(b)	can retain and rely upon the undivided focus of its senior executives during and following a change of control; and
	(c)	diminishes the inevitable distraction our NEOs will experience due to personal uncertainties and risks created by the potential job loss following a change of control.

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The following is a summary of the benefits provided for upon termination under the ~~LTIP~~Severance and Change of Control agreements.

Involuntary Termination by
Company other than for Cause and
Absent a Change of Control

Involuntary Termination of Employment other
than for Cause, or Termination for Good
Reason, in Each Case within two years of a
Change of Control

Retirement,
Death, Disability, or
Termination for Cause
or Without Good
Reason following a
Change of Control

■ Base salary through date of termination;

■ Prorated target STIP for the calendar year in which the termination occurs;

■ Accrued unpaid vacation pay;

■ Severance payment of the following:

– Mr. Fortson: Two times sum of base salary and target STIP;

– All other NEOs: Sum of base salary and target STIP;

■ Health benefits – cost of health coverage for:

– Mr. Fortson: Two years;

– All other NEOs: One year;

■ Outplacement services; and

■ All other benefits in accordance with the terms of the applicable plans.

■ Base salary through date of termination;

■ Prorated target STIP for the calendar year in which the termination occurs;

■ Accrued unpaid vacation pay;

■ Severance payment of the following:

– Mr. Fortson: Three times sum of base salary and target STIP;

– All other NEOs: Two times sum of base salary and target STIP;

■ Health benefits – cost of health coverage for:

– Mr. Fortson: Three years;

– All other NEOs: Two years;

■ Outplacement services; and

■ All other benefits in accordance with the terms of the applicable plans, provided that, for any PSU award, the applicable performance goals will be deemed achieved at the greater of target or actual performance levels (if actual performance is determinable by the T&C Committee) with no proration.

No benefits other than outstanding base salary through the date of termination.

The agreements also include one-year post-termination restrictive covenants in the form of non-solicitation of customers and employees and non-competition provisions. All severance payable is further subject to the NEO signing an appropriate release of claims. None of the agreements include any tax gross-ups arising from any excise tax imposed by the Code on excess parachute payments. The benefits to be received are further described under “Potential Payments Upon Certain Termination Events or a Change of Control.”

Equity awards – Omnibus Plan

The treatment of Ingevity’s equity awards in the event of a change of control is governed by the award agreements and our Omnibus Plan. In particular, in the event of a change of control where the NEO receives a “replacement award,” there will be no accelerated vesting, exercisability, or payment of an outstanding award unless the NEO’s employment is terminated without Cause (as defined below), other than as a result of death or disability, or the NEO resigns for Good Reason (as defined below) within two years of the change of control event. In such cases, upon the second trigger, NEO holders of such awards will be entitled to accelerated vesting; awards will be exercisable and/or will be settled. If a NEO does not receive a replacement award or if an award is not otherwise assumed by the acquirer, then upon the occurrence of a change of control, all outstanding unvested awards will be fully vested (with the exception of PSUs, which will vest on a pro-rata basis as further described in the table below) and exercisable.

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A summary of the treatment upon certain termination scenarios appears below.

Type of Award	Upon Involuntary Termination by the Company (other than Change of Control, for Cause, or for Poor Performance)	Termination by Executive due to Retirement (Absent Cause or Poor Performance)	Death or Disability	Change of Control with Qualified Termination, Assuming Replacement Awards are Issued	Change of Control, Assuming No Replacement Awards are Issued
Options	Vest on a pro rata bases beginning on or after the first anniversary of the Award Date. However, Mr. Woodcock’s and Ms. Hall’s options will vest in full because they are each retirement-eligible.		Immediately vest in full.
PC Transformation Award PSUs	Vest immediately after the first anniversary of the Award Date and after actual performance is certified by the T&C Committee.	No vesting	Vest immediately after the first anniversary of the Award Date and after actual performance is certified by the T&C Committee.	Immediately vest in full.	Vest on a pro rata basis, subject to actual performance through the date of the change of control, or based on target performance, if higher than actual performance.
RSUs (3-year ratable vest and 3-year cliff vesting)	Vest on a pro rata basis beginning on or after the first anniversary of the Award Date.			Immediately vest in full.
PSUs	Vest on a pro rata basis beginning on or after the first anniversary of the Award Date, subject to actual performance as certified by the T&C Committee following the end of the performance period.			Immediately vest in full.	Vest on a pro rata basis, subject to actual performance through the date of the change of control, or based on target performance, if higher than actual performance.

Relevant definitions:

■

Retirement is defined as a termination by the grantee, not for Cause or certain other circumstances, upon the date that the grantee reaches Retirement Age. Commencing with awards granted in 2021, “Retirement Age” means on or after age 55 (with at least 20 years of service) or age 65 (with at least 5 years of service) for the participants who received non-grandfathered language. However, certain participants received grandfathered language in their 2021 awards whereby Retirement Age is defined as age 65 (or 55 with at least 20 years of service), which is the same definition in effect for awards issued prior to 2021. Both Mr. Woodcock and Ms. Hall have reached Retirement Age.

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	■	Cause is defined as: (a) the willful or gross neglect by the executive to perform his or her employment duties with the Company (or its affiliates) in any material respect; (b) a plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by the executive; (c) a material breach by the executive of a fiduciary duty owed to the Company (or its affiliates); (d) a material breach by the executive of any nondisclosure, non-solicitation or non-competition obligation owed to the Company (or its affiliates); (e) a clearly established, willful and material violation by the executive of the Company’s Code of Conduct; or (f) a willful and material act by the executive that represents a gross breach of trust that is inconsistent with the executive’s position of authority with the Company and is materially and demonstrably injurious to the Company, including through potential loss of reputation.
	■	Good Reason (but only after a change of control during the requisite period) means: (a) a material diminution in the executive’s annual base salary; (b) a material diminution in the executive’s authority, duties, or responsibilities; (c) a material change in the geographic location at which the executive must perform services for the Company; or (d) any other action or inaction that constitutes a material breach by the Company of the award agreement.
	■	Poor Performance is defined as the continuing failure by the executive to perform the executive’s duties in any material respect, as determined in the sole discretion of the Company, provided, however, that the executive shall be given notice and an opportunity effectuate a cure as determined by the Company in its sole discretion.
	■	Qualified Termination means a termination of employment by the Company without Cause, other than as a result of death or disability, or a termination of employment by the executive for Good Reason.

Benefits to be received are further described under “Potential Payments Upon Certain Termination Events or a Change of Control.”

Retirement Savings Plan

The Company maintains the Ingevity Corporation Retirement Savings Plan, adopted as of January 1, 2016 (as amended, the “RSP”). The RSP allows participants to make pay contributions on a pre-tax, Roth, and after-tax basis. The RSP provides for a Company match of up to 6% and an additional 3% automatic non-contributory Company contribution. Contributions and Company matches are 100% vested immediately, while any automatic non-contributory Company contribution is 100% vested after the first 3 years of employment.

Retirement Restoration Plan

The Company maintains a Retirement Restoration Plan that mirrors benefits provided under the WestRock Pension Plan, a qualified defined benefit plan sponsored and maintained by our former parent company, WestRock Company. The Retirement Restoration Plan is a non-qualified ~~stock options~~plan that was adopted by the Company to honor historical WestRock obligations under an Employee Matters Agreement between WestRock and the Company as part of the separation. Benefit amounts under the plan were frozen at the time of the separation. No additional employees may become participants under the plan and no current participants are accruing any additional benefits (other than what was in ~~order~~place and frozen at the time of separation). Mr. Woodcock is the only NEO with a benefit under the plan.

Nonqualified Deferred Compensation Plan

The Company maintains the Ingevity Corporation Deferred Compensation Plan, effective January 1, 2016 (the “DCP”). The purpose of the DCP is to ~~motivate~~attract and ~~reward executives~~retain key employees by enabling participants to defer voluntarily the receipt of certain amounts, including compensation not otherwise eligible for ~~improving share price,~~deferral under the RSP, to ~~align their long-term interest with those of stockholders~~provide matching contributions on certain deferrals, to restore lost defined contribution benefits due to Code limits, and to ~~maintain~~provide retirement and other benefits to participants through an individual account program. The DCP allows participants to defer up to 80% of their base compensation and 80% of their STIP. The restoration component of the ~~competitiveness~~DCP provides for a Company match of up to 6% and an additional 3% automatic non-contributory Company contribution.

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Relocation and other benefits

We provide relocation assistance to employees, including our ~~total compensation packages. Such stock options~~NEOs. Relocation benefits in the amount of $677.00, including a tax-gross up of $177.00, were paid to Ms. Hall related to her move to permanent housing during 2023 as reflected in “All Other Compensation” in the “Summary Compensation Table.” These expenses were paid pursuant to the Company’s broad-based relocation policy that covers all Company salaried employees and includes a gross-up feature. Ms. Hall was granted an extension to secure permanent housing. Certain reimbursable expenses related to the closing of her home purchase in late 2023 are expected to be reimbursed to Ms. Hall during 2024. No other relocation benefits were provided to a NEO during 2023. We also provide ~~value~~limited other benefits to our executives, including our NEOs, to promote their security and well-being, thereby allowing them to focus on Company business. Other benefits paid to NEOs in 2023 include financial counseling and executive ~~officers only if the price of our Common Stock increases.~~physicals. The ~~stock options vest in full upon the third anniversary~~value of the ~~award date~~benefits is credited to the NEOs as imputed income. Other than with respect to relocation benefits, the Company does not provide any tax gross-ups.

In addition, NEOs participate in each of the benefit plans or arrangements that generally are made available to all U.S.-based salaried employees, including vacation benefits, medical and ~~have a term of 10 years.~~dental benefits, and life, accidental death and disability insurance.

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~~TABLE OF CONTENTS~~

Other Compensation Practicescompensation policies and Policiespractices

NEO stock ownership policy

~~Executive Stock Ownership Policy~~

Our stock ownership guidelines align the long-term interests of our NEOs with those of our stockholders and discourage excessive ~~risk taking.~~risk-taking. Our guidelines require stock ownership levels as a value of ~~Ingevity shares~~Common Stock equal to a multiple of base ~~salary or retainer for non-employee directors. The Ownership Guidelines require all~~salary. NEOs tomust retain 50% of net shares of Common Stock received ~~as incentive~~under LTIP awards until the following stock ownership levels are ~~met.~~met:

Position	Required Base Salary Multiple
CEO		5x
~~Other NEOs~~ Executive Vice Presidents	3x
Senior Vice Presidents	3x	2x

In determining compliance with these guidelines, stock ownership includes ~~shares vested~~fully-vested Common Stock and unvested ~~restricted stock awards.~~RSUs. Unvested ~~performance-based restricted stock units and/or shares~~PSUs and vested but unexercised stock options are not included. Executives generally have five years from the date of their designation to achieve the targeted level of ownership. If the required level of ownership is not achieved within the first five years, the holding requirement increases from 50% to 100% of net shares of Common Stock received under LTIP awards until the ownership levels are met.

As of December 31, 2023, Messrs. ~~Wilson~~Fortson and ~~Fortson have met their respective ownership guidelines~~White, and ~~the other NEOs~~Mses. Hall and Cozad are on track ~~towards achieving~~to achieve their target ownership ~~levels.~~levels in a timely manner. Mr. Woodcock had previously met the required ownership level on a timely basis, however, due to a decrease in stock price year-over-year, he was below the required ownership level as of December 31, 2023. As permitted by the stock ownership guidelines, the T&C Committee determined that the year-over-year decrease in the Company’s stock price did not cause Mr. Woodcock to violate the guidelines. We expect that Mr. Woodcock will once again meet the target ownership level by the next compliance review date.

~~Anti-Hedging/Anti-Pledging~~

Anti-hedging

Ingevity’s insider trading policy prohibits members of our Board, ~~executive~~ officers, and other employees from ~~entering into any hedging~~trading in options, warrants, puts and calls, or ~~monetization transactions relating to our~~

similar instruments involving Company securities or ~~otherwise trading~~selling Company securities “short.” The policy also prohibits holding Company securities in ~~any instrument relating~~margin accounts.

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Recoupment policy

We maintain a compensation recoupment policy (“Clawback Policy”) covering our NEOs, which was amended in 2023 to ~~the future price of~~comply with recent SEC and NYSE rules. Under our ~~securities or pledging Ingevity Common Stock as collateral for any loans.~~

~~Recoupment~~current Clawback Policy,

In in the event of a ~~material~~ restatement of the Company’s financial statements filed with the SEC ~~the Company’s Board will review the facts and circumstances that led~~due to ~~the~~its material noncompliance with any financial reporting requirement ~~for the restatement. In their review,~~under securities laws, the Board will ~~consider whether~~require reimbursement or forfeiture of any ~~covered current or former executive received~~ Incentive Compensation (as defined therein) that was received by any current or former Covered Officers (as defined in the ~~policy)~~policy and required by the SEC and NYSE) during the three-year period preceding the restatement to the extent that such Incentive Compensation was awarded or paid based in whole or in part on the apparent achievement of financial results that were determined by reference to the originally filed financial information, but which financial results were not achieved ~~under~~based on the Company’s restated results. ~~The Board will further consider whether any such current~~This requirement applies regardless of fault or ~~former executive engaged in Misconduct (as defined in~~misconduct on the ~~policy) which resulted in or substantially contributed to the material restatement.~~

If the Board determines that any covered executive did engage in such Misconduct, and such executive received Incentive Compensation within the three-year period preceding the restatement that would not have been payable if the original financial information had reflected the restated resultspart of ~~operations, the Board may, in its sole discretion, direct that the Company recover all or~~ a ~~portion of such excessive Incentive Compensation.~~Covered Officer.

Equity grant practices

The Board may consider such factors as it shall determine relevant in determining the appropriate recoupment from such current or former executive and the means of recovery. The Board may seek recoupment from any of the following sources: future payments of Incentive Compensation, cancellation of outstanding equity awards, future equity awards and direct repayment.

~~Equity Grant Practices~~

~~The Compensation~~T&C Committee has adopted ~~equity grant practices~~guidelines for the granting of equity-based compensation, including, among other things, a requirement that ~~set forth the timing and approvals required for equity grants.~~

~~Severance and Change of Control Agreements~~

~~The Compensation Committee~~annual awards be approved severance and double trigger change of control agreements covering each of the NEOs, which became effective on March 1, 2017. These agreements supersede any prior agreements in place with our NEOs under Ingevity or our former parent company, WestRock.

~~An NEO whose employment is terminated~~ by the ~~Company in the absence of~~T&C Committee at a Change of Control (as defined) is entitled to receive severance benefits provided the termination was without Cause (as defined). An NEO whose employment is terminated within two years after a Change of Control is entitled to receive severance benefits provided the termination was without Cause or is a resignation by the NEO for Good Reason (as defined). The purpose of the agreements

~~24 - INGEVITY - 2018 Proxy Statement~~

~~TABLE OF CONTENTS~~

is to ensure that Ingevity (a) offers benefits that provide an overall compensation package that is competitive with that offered by other companies with whom Ingevity competes for talent; (b) retains and relies upon the undivided focus of its senior executives during and following a change of control; and (c) diminishes the inevitable distraction of our NEOs by virtue of personal uncertainties and risks created by the potential job loss following a change in control. The cash severance entitlement is equal to a multiple of the NEO’s actual base salary and target annual incentive, which varies by executive level, and in the case of change of control

severance, the multiple is enhanced. The agreements also include one-year post-termination restrictive covenants relating to non-solicitation of customers and employees, and non-competition provisions. All severance payable is subject to the NEO signing an appropriate release of claims along with post-termination covenants relating to confidentiality, non-competition and non-solicitation. None of the agreements include any tax gross ups arising from any excise tax imposed by the Internal Revenue Code on excess parachute payments.

~~Benefits and Perquisites~~

~~NEOs participate in each of the benefit plans or arrangements that generally are made available to all U.S. based salaried employees including:~~

~~medical and dental benefits;~~

~~life, accidental death and disability insurance; and~~

~~401(k) retirement plan with a 6% company match, 3% non-contributory company contribution~~regularly scheduled first quarter committee meeting, and a ~~5-year company transition contribution~~prohibition on back-dating of ~~either 10% for employees grandfathered in~~awards.
Risk analysis
At least annually, the ~~WestRock final average pay pension plan or 4% for employees grandfathered in the WestRock cash balance pension plan.~~

~~Additional benefits made available to NEOs are:~~

~~financial counseling; and~~

~~executive physicals~~

~~The value of the financial counseling is credited to the NEO as imputed income. There is no tax gross-up.~~

The Company also makes available a non-qualified deferred compensation plan to the NEOs as well as a select group of highly compensated employees that allows participants to defer up to 80% of their base compensation and 100% of their annual incentive. The plan also contains a restoration component that restores lost defined contribution benefits due to IRS limits.

~~Risk Analysis~~

~~The Compensation~~T&C Committee ~~engaged Pearl Meyer to review~~reviews Ingevity’s executive and non-executive compensation programs to assess whether they encourage or create excessive risk-taking not in the best interest of the Company or its stockholders. The most recent assessment occurred in April 2023.

In conducting this assessment, ~~Pearl Meyer~~the T&C Committee reviewed various components and design features of all of the Company’s executive and non-executive plans and programs as presented by management and the Compensation Consultant, and analyzed them in the context of risk mitigation. ~~A summary of~~Management and the ~~findings of the assessment was provided~~Compensation Consultant presented their conclusions to the ~~Compensation~~T&C Committee, which ~~concluded~~were that Ingevity’s compensation arrangements are not constructed or administered in a way that is likely to create risks that could materially and adversely affect the Company.

Among the factors considered in ~~Pearl Meyer’s~~the assessment and reviewed by the ~~Compensation~~T&C Committee were: ~~(i)~~

■ the balance of the Company’s overall program design, including the mix of cash and equity compensation; ~~(ii)~~

■ the mix of fixed and variable compensation; ~~(iii)~~

■ the balance of short-term

and long-term objectives of our incentive compensation; ~~(iv)~~

■ the performance metrics, performance targets, threshold performance requirements, and capped payouts related to our incentive compensation; ~~(v)~~

■ the Company’s share ownership guidelines, including share ownership levels, retention practices, and prohibitions on hedging ~~pledging~~ and other derivative transactions related to Ingevity stock; ~~(vi)~~

■ the ~~Compensation~~T&C Committee’s ability to exercise ~~negative~~ discretion ~~to reduce~~regarding the amount of the annual and long-term incentive ~~awards,~~awards;

■ the existence of a clawback policy; and ~~(vii)~~

■ internal controls and oversight structures in place at the Company.

Based on ~~Pearl Meyer’s~~its review, the ~~Compensation~~T&C Committee’s deliberations, and such other matters as the ~~Compensation~~T&C Committee deemed relevant, the ~~Compensation~~T&C Committee believes Ingevity’s well-balanced mix of salary and short-term and long-term incentives, as well as the performance metrics that are included in the incentive programs, are appropriate and consistent with the Company’s risk management practices and overall strategies.

Tax and Accounting Considerationsaccounting considerations

The T&C Committee considers tax and accounting considerations in structuring our executive compensation program.

Section 162(m) ~~was recently amended~~of the Code generally disallows tax deductions for compensation paid by public companies to ~~disallow a tax deduction to public companies~~certain executive officers for compensation over $1 million ~~paid for~~in any ~~fiscal year to~~year. Nonetheless, the ~~Company’s chief executive officer and up to three other executive officers (other than the chief financial officer) whose compensation~~

must be included in this proxy statement because they are our most highly compensated officers. Section 162(m) exempts qualifying performance-based compensation with respect to taxable years beginning on or before December 31, 2017 and payable pursuant to a binding

~~INGEVITY - 2018 Proxy Statement - 25~~

~~TABLE OF CONTENTS~~

written agreement in effect on November 2, 2017. Accordingly, only performance-based awards that are deductible in our current fiscal year and performance-based awards outstanding on that date (including any transition relief afforded to us because of our separation from WestRock) or awarded thereafter pursuant to a binding written agreement may be exempt from the deduction limit if applicable requirements are met. While our Compensation Committee structured awards to our executive officers under the 2017 annual and long-term plans to qualify for this exemption, the CompensationT&C Committee believes that ~~shareholder~~stockholder interests are best served if ~~their~~the T&C Committee’s discretion and flexibility in awarding compensation isare not restricted, even though some compensation awards may result in ~~non-~~

~~deductible~~non-deductible compensation expenses. Thus, ~~considering~~ the ~~repeal of~~T&C Committee reserves the ~~performance-based compensation exception to 162(m), our Compensation Committee expects in the future~~ability to approve compensation that is not deductible for income tax ~~purposes. However,~~purposes, when the T&C Committee determines that such compensation is appropriate.

INGEVITY | 2024 Proxy Statement

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Talent and Compensation Committee Report

The T&C Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the T&C Committee ~~does not anticipate a shift away from variable or performance-based compensation payable~~recommended to ~~our NEOs~~the Board that the Compensation Discussion and Analysis be included in the future, nor do we anticipate applying less rigor in the process by which we establish performance goals or evaluate performance against such pre-established goals, with respect to compensation paid to our NEOs. In addition, accounting considerations are one of many factors that our Compensation Committee considers in determining compensation mix and amount.

~~26 - INGEVITY - 2018~~this Proxy Statement
and incorporated by reference into our Annual Report on Form 10-K for fiscal 2023.

THE TALENT AND COMPENSATION COMMITTEE

Diane H. Gulyas, Chair
Jean S. Blackwell
Bruce D. Hoechner
Frederick J. Lynch
Daniel F. Sansone

INGEVITY | 2024 Proxy Statement

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Compensation Tables and Other Matters

~~TABLE OF CONTENTS~~

~~COMPENSATION OF EXECUTIVE OFFICERS~~

Summary Compensation Table

The table below includes the total compensation of our ~~Chief Executive Officer, our Chief Financial Officer and the four other most highly compensated executive officers of our Company during 2017, whom we refer to in this proxy statement as~~ NEOs for the fiscal year ended December 31, ~~2017.~~2023.

Name and
Principal Position
Year
Salary⁽¹⁾
($)
Bonus⁽²⁾
($)
Stock
Awards⁽³⁾
($)
OptionAwards⁽⁴⁾
($)
Non-Equity
Incentive
Comp.⁽⁵⁾
($)
Change in
Pension
Value and
Nonqualified
Deferred
Comp.
Earnings⁽⁶⁾
($)
All Other
Comp.⁽⁷⁾
($)
Total
($)
D. Michael Wilson

2017

845,833

—

1,593,778

531,253

1,700,000

76,315

186,723

4,933,902

2016

800,000

565,419

2,579,160

509,157

1,029,600

8,002

616,767

6,108,105

2015

266,667

500,000

—

—

—

—

22,917

789,584

John C. Fortson

2017

488,750

—

643,534

214,493

686,000

18,907

100,819

2,152,503

2016

475,000

197,678

1,608,602

286,606

427,930

2,233

356,169

3,354,218

2015

95,000

250,000

—

—

—

—

11,813

356,813

Katherine P. Burgeson

2017

357,500

—

229,488

76,503

360,000

143,992

68,047

1,235,530

2016

325,833

89,950

269,912

80,533

209,680

642

223,525

1,200,075

2015

312,966

50,000

185,636

77,322

148,721

159,025

24,963

958,633

Michael P. Smith

2017

369,167

—

224,974

74,991

412,500

1,595

67,722

1,150,948

S. Edward Woodcock

2017

297,917

—

179,990

59,997

330,000

70,903

96,869

1,035,675

2016

275,000

48,611

192,454

54,731

176,960

7,411

30,914

786,081

2015

243,127

—

87,616

—

98,929

125,024

18,159

572,855

Edward A. Rose

2017

33,333

—

130,716

—

—

211

1,754,817

1,919,077

2016

400,000

111,111

431,111

122,200

—

8,416

44,341

1,117,179

2015

379,166

—

199,874

—

203,500

378,846

34,716

1,196,102

Name and Principal
Position Year Salary⁽¹⁾
($) Bonus
($) Stock
Awards⁽²⁾
($) Option
Awards⁽³⁾
($) Non-Equity
Incentive
Comp.⁽⁴⁾
($) Change in
Pension Value
and
Nonqualified
Deferred
Comp.
Earnings
($)⁽⁵⁾ All Other
Comp.⁽⁶⁾
($) Total
($)
John C. Fortson 2023 995,000 4,000,032 169,150 126,880 5,291,062
President & Chief Executive Officer

2022 930,233 2,115,062 705,003 1,525,580 118,592 5,394,470
2021 825,000 1,856,297 618,757 1.414,050 108,184 4,822,288
Mary Dean Hall 2023 510,000 1,020,029 71,400 77,366 1,678,795
EVP, Chief Financial Officer & Treasurer

2022 509,151 612,023 204,015 584,500 46,406 1,956,096
2021 352,273 1,548,099 85,067 599,900 75,471 2,660,809
Stacy L. Cozad 2023 470,000 775,569 61,100 84,649 1,391,318
EVP, General Counsel & Secretary

2022 469,151 608,339 152,754 500,110 81,125 1,811,478
2021 421,667 350,000 914,112 138,007 498,690 123,089 2,445,565
S. Edward Woodcock 2023 471,667 712,658 257,780 26,704 94,358 1,563,167
EVP & President, Performance Materials

2022 434,151 424,254 141,402 445,870 80,959 1,526,636
2021 425,000 898,585 132,815 250,160 156,413 1,862,973
Richard A. White 2023 460,000 1,690,160 41,400 74,165 2,265,725
SVP & President, Performance Chemicals 2022 392,945 285,065 95,021 389,020 72,915 1,234,966
(1) ~~The amounts~~Amounts reported in this column represent salaries before ~~compensation reduction under~~contributions to the Company’s ~~qualified~~RSP and ~~non-qualified retirement~~ DCP.~~and savings plans.~~
(2) ~~These values represent the 2016 amounts paid to Messrs. Wilson, Fortson and Ms. Burgeson pursuant to their Letter Agreements providing~~ ~~for short-term cash awards for the period commencing from their respective hire dates with the Company ending with the Separation~~ ~~prorated for the partial year and assuming target performance. In the case of Messrs. Rose and Woodcock, the amounts above include~~ ~~2016 incentive cash replacement awards in the amount of $111,111 for Mr. Rose, and $48,611 for Mr. Woodcock, which represent awards~~ ~~granted by WestRock and assumed by Ingevity under the terms of the Employee Matters Agreement in connection with the Separation.~~
~~(3)~~ ~~These 2017~~2023 values represent the aggregate grant date fair value of the ~~service-based~~2023 RSU and ~~performance-based restricted stock unit~~PSU awards~~made in 2017 as~~ computed in accordance with FASB ASC Topic 718. The assumptions used in determining the grant date fair value of the ~~stock awards~~RSUs and PSUs are set forth in Note 1011 to our audited consolidated financial statements for the year ended December 31, 2023, included in ~~our~~the Company’s Annual Report on Form 10-K ~~for~~filed with the ~~fiscal year ended December 31, 2017.~~SEC on February 22, 2024. For ~~grants of restricted stock units,~~RSUs (including special awards), the grant date fair value per share is equal to the closing price of Ingevity’s Common Stock on the NYSE on the ~~date of grant. With respect to the 2017 grants of~~grant date. For PSUs, the grant date fair value is reported assuming the target level of performance is achieved. ~~The value~~For Mr. White, amounts include a special award of ~~the 2017 PSU awards if~~PSUs that is more fully described under “Compensation Discussion & Analysis - Other compensation and benefits.” If the maximum level of performance was achieved with respect to the PSUs, the grant date fair value would be: Mr. ~~Wilson~~ ~~$2,125,037; Mr.~~ Fortson ~~$858,045; Mr. Smith $299,965;~~- $4,800,038; Ms. Hall - $1,224,035; Ms. Cozad – $930,616; Mr. Woodcock ~~$239,951;~~- $855,156; and ~~Ms. Burgeson $306,020. For~~ Mr. ~~Rose the stock~~ White - $1,828,118.~~award values reflect the incremental fair value as determined pursuant to FASB ASC Topic 718 of certain unvested RSUs for which vesting~~ ~~accelerated on the date of his termination, January 31, 2017. The closing fair market value of Ingevity common stock on January 31,~~ ~~2017 was $55.59, the incremental fair value of the 2,391 shares for which vesting accelerated was $130,716.~~
INGEVITY | 2024 Proxy Statement 62
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(3) No options were awarded in 2023
(4) ~~These 2017~~2023 values ~~represent the aggregate grant date fair market value of stock option awards granted in 2017 computed in accordance~~ ~~with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note~~ 10 ~~to the Company’s audited~~ ~~consolidated financial statements for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed~~ ~~with the Securities and Exchange Commission on February 28, 2018.~~
~~(5)~~ ~~The 2017 amounts shown in this column~~ represent cash payments made to NEOs under the ~~Short-Term Incentive Plan.~~STIP. See “Compensation Discussion and Analysis ~~— 2017 STIP”~~– Short-Term Incentive Plan and 2023 Awards” for additional information regarding the plan design, ~~2017~~2023 actual performance, and payouts authorized under the ~~plan.~~STIP.
(5) ~~(6)~~ The Company does not maintain a qualified defined benefit pension plan for any of our salaried employees, including our NEOs. However, the Company maintains a Retirement Restoration Plan that mirrors benefits provided under a qualified defined benefit plan sponsored and maintained by our former parent company, WestRock. See Pension Benefits Table - 2023 below. The ~~Retirement Restoration Plan is a non-qualified plan that was adopted by~~ ~~the Company to honor historical WestRock obligations under an Employee Matters Agreement between WestRock and the Company as~~ ~~part of the Separation. None of our NEOs currently accrue a benefit under this plan, and only Ms. Burgeson and Messrs. Woodcock and~~ ~~Rose are covered. The amounts~~amount in this column ~~represent~~represents the actuarial increase in the present value of ~~the three participating NEOs’~~Mr. Woodcock’s benefits under this non-qualified Retirement Restoration Plan maintained by the Company during the 12-months ended December 31, ~~2017.~~2023. The present value of accumulated benefits is based on benefits payable at age 65 using a discount rate of 3.10 percent and mortality based on the ’‘Pri-2012 Private Retirement Plans White Collar Mortality Table. While this amount appears as a lump sum, the normal form of payment is an annuity. These amounts are ’‘pension accounting values’’ and were not realized by Mr. Woodcock during 2023. No above market or preferential earnings are provided to any NEO on non-qualified deferred compensation.

~~INGEVITY - 2018 Proxy Statement - 27~~

~~TABLE OF CONTENTS~~

~~present value of accumulated benefits is based on benefits payable at age 65 using a discount rate of 4.15% and mortality based on~~ ~~the RP-2014 White Collar Mortality Table adjusted back to 2006 using Scale MP-2014 and projected with Scale MP-2016. While these~~ ~~amounts appear as a lump sum, the normal form of payment is an annuity. These amounts are “pension accounting values” and were~~ ~~not realized by these NEOs during 2017.~~

(6)	~~(7)~~	Amounts shown in ~~this~~the “All Other Compensation” column for ~~2017~~2023 are derived as follows:

D. Michael
Wilson
John C.
Fortson
Katherine P.
Burgeson
Michael P.
Smith
S. Edward
Woodcock
Edward A.
Rose
Financial Planning/Counseling⁽¹⁾
$
15,346

$
16,378

$
15,346

$
16,608

$
16,609

$
15,307

Qualified Savings Plan Contributions⁽²⁾
$
24,300

$
24,300

$
24,131

$
22,829

$
36,000

$
3,000

Non-Qualified Savings Plan Contributions⁽³⁾
$
144,189

$
57,901

$
26,785

$
18,952

$
42,543

$

Life Insurance Premiums
$
1,913

$
1,103

$
810

$
845

$
675

$
$75

Executive Long-Term Disability⁽⁴⁾
$
975

$
1,137

$
975

$
1,137

$
1,042

$
$99

Relocation⁽⁵⁾
$
—

$
—

$
—

$
7,351

—

—

Severance Related Benefits⁽⁶⁾

$
987,000

Consulting Fees⁽⁷⁾

$
100,000

Accelerated Vesting of Stock Grants⁽⁸⁾

$
520,047

Long-term Cash Awards⁽⁹⁾

$
129,293

Total Other Compensation
$
186,723

$
100,819

$
68,047

$
67,722

$
96,869

$
1,754,817

John C. Fortson
($) Mary Dean Hall
($) Stacy L. Cozad
($) S. Edward Woodcock
($) Richard A. White
($)
Financial Planning/Counseling^(a) 17,285 17,693 17,693 17,693 17,603
RSP Contributions^(b) 29,700 14,694 29,700 29,700 29,700
DCP Contributions^(c) 75,450 40,994 35,250 43,936 24,104
Life Insurance Premiums 2,487 1,349 88 1,152 1,005
Executive Long-Term Disability^(d) 1,957 1,958 1,918 1,877 1,752
Relocation Expenses^(e) 677
TOTAL OTHER COMPENSATION 126,880 77,366 84,649 94,358 74,165

~~(1)~~(a) ~~Reimbursement by the~~ Company ~~for~~provided financial ~~planning.~~planning including service fees and travel expenses.
~~(2)~~(b) Annual matching and non-contributory contributions by the Company to ~~qualified 401(k) Savings Plan.~~the RSP.
~~(3)~~(c) Annual matching and non-contributory contributions by the Company to ~~non-qualified deferred compensation plan.~~the DCP.
~~(4)~~(d) Annual long-term disability premium paid by the Company.
(e) Includes tax gross-up of $177
INGEVITY | 2024 Proxy Statement 63
~~(5)~~ ~~Final relocation expenses paid by the Company for relocation Mr. Smith to North Charleston, South Carolina, the Company’s~~ ~~headquarters. These expenses were paid pursuant to the Company’s broad-based relocation policy that covers all Company salaried~~ ~~employees and incudes a gross-up feature. The gross-up for taxes paid on behalf of Mr. Smith was $162 in 2017.~~

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~~(6)~~

~~One-time cash severance payment to Mr. Rose in connection with his termination of employment.~~

~~(7)~~

~~Consulting fees paid to Mr. Rose following his termination from the Company.~~

~~(8)~~

~~Accelerated vesting of 11,561 Stock options with a value of $320,124 upon termination and 2,837 Performance-based RSUs at target~~ ~~which had a fair market value of $70.47 each and $199,923 in total on 12/31/2017.~~

~~(9)~~

~~Long-term cash awards for Mr. Rose represent a $88,889 service based cash award that vested at time of Ingevity's spin-off from~~ ~~Westrock but did not pay out until time of termination and a $40,404 service based cash award that was paid by Ingevity to replace~~ ~~a cash award that was forfeited as a result of the spin off form Westrock.~~

~~28 - INGEVITY - 2018 Proxy Statement~~

~~TABLE OF CONTENTS~~

Grants of Plan-BasedPlan-Based Awards in 20172023

The following table reports plan-based awards granted to the NEOs during fiscal ~~2017.~~2023. The material terms of our short- and long-term incentive compensation awards are described in “Compensation Discussion and Analysis — Compensation ~~Philosophy” beginning on page~~ 18.Design; Pay Elements.”

Name
Grant
Date
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards⁽¹⁾
Estimated Future Payouts
Under Equity Incentive
Plan Awards⁽²⁾
All Other
Stock
Awards
or Units
(# of
awards)⁽³⁾
All Other
Option
Awards
(# of
awards)⁽⁴⁾
Exercise
Or Base
Price of
Option
Awards⁽⁵⁾
($)
Grant Date
Fair Market
Value of
Stock &
Option
Awards⁽⁶⁾
($)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(# of
awards)
Target
(# of
awards)
Maximum
(# of
awards)
D. Michael Wilson

STIP Annual

425,000

850,000

1,700,000

Incentive

PSUs

5/27/2016

17,333

35,466

70,932

989,501

RSUs

5/27/2016

56,977

1,589,658

Stock Options

5/27/2016

48,170

27.90

509,197

PSUs

2/27/2017

10,003

20,006

40,012

1,062,519

RSUs

2/27/2017

10,003

531,259

Stock Options

2/27/2017

25,652

53.11

531,253

John C. Fortson

STIP Annual

171,500

343,000

686,000

Incentive

PSUs

5/27/2016

9,471

18,941

37,882

528,454

RSUs

5/27/2016

38,715

1,080,149

Stock Options

5/27/2016

27,115

27.90

286,606

PSUs

2/27/2017

4,039

8,078

16,156

429,023

RSUs

2/27/2017

4,039

214,511

Stock Options

2/27/2017

10,357

53.11

214,493

Katherine P. Burgeson

STIP Annual

90,000

180,000

360,000

Incentive

PSUs

5/27/2016

2,661

5,322

10,644

148,484

RSUs

5/27/2016

5,320

148,248

Stock Options

5/27/2016

7,619

27.90

80,533

PSUs

2/27/2017

1,441

2,881

5,762

153,010

RSUs

2/27/2017

1,440

76,478

Stock Options

2/27/2017

3,694

53.11

76,503

Michael P. Smith

PSUs

2/27/2017

103,125

206,250

412,500

1,412

2,824

5,648

149,983

RSUs

2/27/2017

1,412

74,991

Stock Options

2/27/2017

3,612

53.11

74,991

S. Edward Woodcock

STIP Annual

82,550

16,500

330,000

Incentive

Replacement Cash

—

48,611

—

Award

PSUs

5/27/2016

1,907

3,813

7,626

106,382

RSUs

5/27/2016

3,085

86,072

Stock Options

5/27/2016

5,178

27.90

54,731

PSUs

2/27/2017

1,130

2,259

4,518

119,975

RSUs

2/27/2017

1,130

60,014

Stock Options

2/27/2017

2,897

53.11

59,997

Edward A. Rose

STIP Annual

120,000

240,000

480,000

Incentive

Replacement Cash

—

111,000

—

Award

PSUs

5/27/2016

4,256

8,512

17,024

237,485

RSUs

5/27/2016

6,940

193,626

Stock Options

5/27/2016

11,561

27.90

122,200

Name T&C
Committee
Approval
Date Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards⁽¹⁾ Estimated Future Payouts
Under Equity Incentive
Plan Awards⁽²⁾ All Other
Stock
Awards:
Number
of Shares
of Stock
or Units⁽³⁾
(#) All Other
Option
Awards:
Number of
Securities
Underlying
Options⁽⁴⁾
(#) Exercise
Or Base
Price of
Option
Awards ($/
Sh) Grant
Date Fair
Market
Value of
Stock and
Option
Awards⁽⁵⁾
($)
Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#)

John C. Fortson
STIP 248,726 995,000 1,989,808
PSUs 02/16/2023 02/28/2023 7,268 29,070 58,140 2,400,019
RSUs 02/16/2023 02/28/2023 19,380 1,600,013
Options
Mary Dean Hall
STIP 89,250 357,000 714,000
PSUs 02/16/2023 02/28/2023 1,853 7,413 14,826 612,017
RSUs 02/16/2023 02/28/2023 4,942 408,012
Options
Stacy L. Cozad
STIP 76,375 305,500 611,000
PSUs 02/16/2023 02/28/2023 1,409 5,636 11,272 465,308
RSUs 02/16/2023 02/28/2023 3,758 310,260
Options
S. Edward Woodcock
STIP 76,635 306,584 613,084
PSUs 02/16/2023 02/28/2023 1,295 5,179 10,358 427,578
RSUs 02/16/2023 02/28/2023 3,453 285,080
Options
Richard A. White
STIP 69,000 276,000 552,000
PSUs 02/16/2023 02/28/2023 1,254 5,015 10,030 414,038
RSUs 02/16/2023 02/28/2023 3,344 276,081
Options
PC Transformation Award PSUs
04/07/2023 05/01/23 11,175 13,969 13,969 1,000,041
(1) ~~These columns~~Columns reflect threshold, target, and maximum amounts potentially payable under the STIP if certain performance criteria are satisfied during the 2023 fiscal year, subject to continued employment with the Company. See “Compensation Discussion and Analysis – Short-Term Incentive ~~Plan. See~~ ~~“Compensation Discussion~~Plan and ~~Analysis”~~2023 Awards” for ~~discussion of~~additional detail regarding the performance targets and amounts ~~earned. This column also includes the Replacement~~ ~~Cash Awards granted to Messrs. Rose and Woodcock~~ that were ~~forfeited as a result of the Separation.~~actually earned for 2023 performance.
(2) ~~These columns~~Columns reflect ~~the~~ threshold, target, and maximum number of shares that may be earned ~~pursuant to~~for 2023 PSUs awarded under the LTIP if certain performance goals are satisfied as of December 31, 2024, subject to continued employment with the Company. See “Compensation Discussion and Analysis – Long-Term Incentive ~~Plan.~~Plan and 2023 Awards” regarding the performance targets and amounts that may be earned. The ~~Compensation~~PC Transformation Award PSUs columns reflect threshold, target, and maximum number of shares that may be earned by Mr. White if certain performance goals are satisfied as of June 30, 2025, or sooner if the T&C Committee ~~established individual award targets for each NEO~~certifies achievement of the performance metrics after the first anniversary of the grant date. The PC Transformation Award PSUs are further described in “Compensation Discussion & Analysis - Other compensation and ~~completed the long-term~~ benefits.”~~award commitments set forth in the Letter Agreements entered into by WestRock with Messrs. Wilson and Fortson and Ms. Burgeson.~~
(3) RSU awards to our executives generally vest ratably ~~generally~~ in one-third increments over a three-year period from the ~~date on which the Compensation Committee~~grant date. ~~approves compensation decisions in February of each calendar year; provided, however, that with respect to certain 2016 grants made~~ ~~to Messrs. Wilson and Fortson, the RSUs vest in one-third increments on the anniversary date of each NEO’s respective hire date. The~~ ~~replacement RSU awards made to Messrs. Woodcock, Rose and Ms. Burgeson vest in full on February 27, 2018.~~
(4) ~~All~~No options ~~granted~~were awarded in ~~2016 will vest in full on February 27, 2019; those granted in 2017 will vest in full on February 27, 2020.~~2023
(5) ~~This represents~~Represents the ~~closing price of the Common Stock of the Company on the~~grant date ~~of grant issuance.~~
~~(6)~~ ~~This amount represents the full grant~~ fair ~~market~~ value of equity awards (PSUs ~~RSUs~~ and ~~options)~~RSUs) computed in accordance with FASB ASC Topic 718. The ~~fair market~~ value of the PSUs is calculated at target.
INGEVITY | 2024 Proxy Statement 64
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~~INGEVITY - 2018 Proxy Statement - 29~~

~~TABLE OF CONTENTS~~

Outstanding Equity Awards at 20172023 Fiscal Year End

The table below shows the equity awards that have been ~~previously~~ awarded by the Company to our NEOs and which remained outstanding as of December 31, ~~2017.~~2023. Market and payout values are based on $47.22, the closing price of the Company’s Common Stock on December 29, 2023, the last business day of 2023.

Option Awards⁽¹⁾
Stock Awards⁽²⁾
Name
(a)
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(b)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(c)
Number of
Securities
Underlying
Unexercised
Unearned
Options
(d)
Option
Exercise
Price ($)
(e)
Option
Expiration
Date
(f)
Number
of
Shares
of Stock
that
have not
yet
Vested
(g)
Market
Value of
Unvested
Shares of
Stock ($)
(h)
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Unvested
Units of
Shares
(i)⁽³⁾
Plan
Awards
Payout
Value of
Unearned,
Unvested
Units or
Shares ($)
(j)⁽⁴⁾
D. Michael Wilson

0

48,170

0

27.90

5/27/2026

35,082

2,472,229

55,472

3,909,112

0

25,652

0

53.11

2/27/2027

John C. Fortson

0

27,115

0

27.90

5/27/2026

20,170

1,421,380

27,019

1,904,029

0

10,357

0

53.11

2/27/2027

Katherine P. Burgeson

0

7,619

0

27.90

5/27/2026

5,853

412,461

8,203

578,065

0

3,694

0

53.11

2/27/2027

Michael P. Smith

0

3,621

0

53.11

2/27/2027

2,488

175,329

5,956

419,719

S. Edward Woodcock

0

5,178

0

27.90

5/27/2026

3,560

250,873

6,072

427,894

0

2,897

0

53.11

2/27/2027

Edward A. Rose

5,000

0

0

27.90

5/27/2026

0

0

2,837

199,923

Option Awards⁽¹⁾ Stock Awards
Name (a) Grant
Date Number of
Securities
Underlying
Unexercised
Options
Exercisable⁽¹⁾
(#)
(b) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
(c) Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d) Option
Exercise
Price
($)
(e) Option
Expiration
Date
(f) Number
of
Shares
or Units
of Stock
that
Have
Not
Vested⁽²⁾
(#)
(g) Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested
($)
(h) Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
that Have
Not
Vested⁽³⁾
(#)
(i) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares
Units or
Other
Rights that
Have Not
Vested
($)
(j)
John C. Fortson
05/27/2016 27,115 27.90 05/27/2026
02/27/2017 10,357 53.11 02/27/2027
02/28/2018 8,661 74.91 02/28/2028
02/28/2019 5,792 115.22 02/28/2029
02/28/2020 14,749 45.04 02/28/2030
02/26/2021 12,871 6,435 69.48 02/26/2031 2,969 140,196 17,811 841,035
02/28/2022 8,426 16,852 68.23 02/28/2032 6,888 325,251 20,666 975,849
02/28/2023 19,380 915,124 29,070 1,372,685
Mary Dean Hall
04/19/2021 1,679 840 73.21 04/19/2031 387 18,274 2,324 109,739
04/19/2021 4,415 208,476
02/28/2022 2,439 4,876 68.23 02/28/2032 1,993 94,109 5,980 282,376
02/28/2023 4,942 233,361 7,413 350,042
Stacy L. Cozad
02/01/2021 2,419 114,225
02/26/2021 2,871 1,435 69.48 02/26/2031 662 31,260 3,973 187,605
02/28/2022 1,826 3,651 68.23 02/28/2032 1,492 70,452 4,478 211,451
02/28/2022 2,199 103,837
02/28/2023 3,758 177,453 5,636 266,132
INGEVITY | 2024 Proxy Statement 65
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Option Awards⁽¹⁾ Stock Awards
Name (a) Grant
Date Number of
Securities
Underlying
Unexercised
Options
Exercisable⁽¹⁾
(#)
(b) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
(c) Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d) Option
Exercise
Price
($)
(e) Option
Expiration
Date
(f) Number
of
Shares
or Units
of Stock
that
Have
Not
Vested⁽²⁾
(#)
(g) Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested
($)
(h) Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
that Have
Not
Vested⁽³⁾
(#)
(i) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares
Units or
Other
Rights
that Have
Not
Vested
($)
(j)
S. Edward Woodcock
02/27/2017 2,897 53.11 02/27/2027
02/28/2018 3,235 74.91 02/28/2028
02/28/2019 2,556 115.22 02/28/2029
02/28/2020 8,369 45.04 02/28/2030
02/26/2021 7,197 339,842
02/26/2021 2,763 1,381 69.48 02/26/2031 637 30,079 3,824 180,569
02/28/2022 1,690 3,380 68.23 02/28/2032 1,382 65,258 4,145 195,727
02/28/2023 3,453 163,051 5,179 244,552

Richard A. White
02/28/2020 819 45.04 02/28/2030
02/26/2021 911 455 69.48 02/28/2031 210 9,916 1,260 59,497
07/01/2021 609 28,757
02/28/2022 1,136 2,271 68.23 02/28/2032 928 43,820 2,785 131,508
02/28/2023 3,344 157,904 5,015 236,808
05/01/2023 13,969 659,616
(1) ~~All options~~Options granted since 2019 vest ratably in ~~2016 will vest~~one-third increments over a three-year period from the grant date. Options granted prior to 2019 vested in full on ~~February 27, 2019, those granted in 2017 will vest in full on February 27, 2020.~~the third anniversary of the grant date.
(2) The RSU awards reported in column (g) generally vest ratably ~~generally~~ in one-third increments over a three-year period tied to the ~~date on which~~grant date. However, the ~~Compensation~~ ~~Committee approves compensation decisions in February of each calendar year; provided, however, that with respect to certain 2016~~ ~~grants made to Messrs. Wilson and Fortson, the RSUs vest in one-third increments on the anniversary date of each NEO’s respective hire~~ ~~date with WestRock. The replacement~~following RSU awards ~~made to Messrs. Woodcock~~have alternative vesting schedules: (i) Ms. Hall received a sign-on award of 17,660 RSUs of which 50% vested on April 19, 2022, 25% vested on April 19, 2023, and ~~Ms. Burgeson~~25% will vest on April 19, 2024; (ii) Ms.Cozad received a special RSU award that will vest in full on February ~~27, 2018.~~28, 2025; (iii) Mr. Woodcock received a special RSU award that vests in full on February 26, 2024; and (iv) Mr. White received a special RSU award that vests in full on July 1, 2024.
(3) Column ~~(j)~~(i) includes PSU awards granted on ~~May 27, 2016,~~February 28, 2022, which will vest ~~in full~~ as determined by the ~~Compensation Committee based on~~ ~~the Company’s attainment of pre-established financial targets relating to return on invested capital for 2018 and cumulative earnings~~ ~~per share for the performance period beginning January 1, 2016 through December 31, 2018 with Compensation Committee evaluation~~ ~~of performance to be made after the close of the 2018 year. Those PSU awards granted on February 27, 2017, which vest in full as~~ ~~determined by the Compensation~~T&C Committee based on the Company’s attainment of pre-established financial ~~targets~~metrics relating to ~~return~~ ~~on invested capital for 2019~~Average ROIC and ~~cumulative earnings per share~~Cumulative EPS for the performance period beginning January 1, ~~2017~~2022 through December 31, ~~2019 with Compensation~~2024, and PSU awards granted on February 28, 2023, which will vest as determined by the T&C Committee ~~evaluation~~based on the Company’s attainment of pre-established financial metrics relating to Average ROIC and Cumulative EPS for the performance period beginning January 1, 2023 through December 31, 2025. With respect to ~~be made after~~Mr. White, column (i) also includes a special PSU award granted on May 1, 2023, which will vest as determined by the ~~close~~T&C Committee based on the Company’s attainment of pre-established metrics relating to AFA Product Volume and AFA EBITDA Margin for the ~~2019 year.~~ performance period beginning May 1, 2023 through June 30, 2025.
The number of PSU shares ~~reported are~~for the awards granted in 2021, 2022, and 2023 shown at target based on interim performance through the ~~achievement~~end of ~~target performance.~~fiscal 2023. Cumulative EPS, Average ROIC, and AFA EBITDA Margin are all non-GAAP financial measures. Please see Appendix A for definitions and reconciliations of these non-GAAP financial measures, as applicable.
INGEVITY | 2024 Proxy Statement 66
~~(4)~~ ~~Market and payout values are based on the Company’s Common Stock price of $70.47, which was the closing price of the Company’s~~ ~~Common Stock on December 29, 2017.~~
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~~30 - INGEVITY - 2018 Proxy Statement~~

~~TABLE OF CONTENTS~~

Option Exercises and Stock Vested duringDuring Fiscal 20172023

This table shows the stock options that were exercised by, and the RSUs that vested for, each of our NEOs during ~~2017. Option award value realized is calculated by subtracting the aggregate exercise price of the options exercised from the aggregate market value of shares of Common Stock.~~2023.

Option Awards⁽¹⁾
Stock Awards⁽²⁾

Number of
Shares Acquired
on Exercise
(#)
Value Realized
upon Exercise
Number of Shares Acquired
on Vesting
(#)
Value Realized Upon Vesting
($)
D. Michael Wilson
—
—

18,993

1,142,924

John C. Fortson
—
—

12,905

831,313

Katherine P. Burgeson
—
—

907

48,506

Michael P. Smith
—
—

537

28,719

S. Edward Woodcock
—
—

655

35,029

Edward A. Rose
6,561
337,285

2,391

130,715

Option Awards Stock Awards
Name Award Grant Date Exercise or
Vest Date,
As Applicable Number of
Shares
Acquired on
Exercise
(#) Value Realized
Upon Exercise⁽¹⁾
($) Number of
Shares
Acquired
on
Vesting⁽²⁾
(#) Value
Realized
Upon
Vesting⁽³⁾
($)
John C. Fortson
PSU 02/28/2020 02/16/2023 8,835 792,234
PSU 09/01/2020 02/16/2023 10,430 935,258
RSU 02/28/2020 02/28/2023 1,732 142,994
RSU 02/26/2021 02/26/2023 2,968 260,620
RSU 02/28/2022 02/28/2023 3,445 284,419
Mary Dean Hall
RSU 04/19/2021 04/19/2023 4,415 317,218
RSU 04/19/2021 04/19/2023 387 27,806
RSU 02/28/2022 02/28/2023 997 82,312
Stacy L. Cozad
RSU 02/01/2021 02/01/2023 2,418 200,380
RSU 02/26/2021 02/26/2023 662 58,130
RSU 02/28/2022 02/28/2023 747 61,672
S. Edward Woodcock
PSU 02/28/2020 02/16/2023 5,014 449,605
RSU 02/28/2020 02/28/2023 983 81,156
RSU 02/26/2021 02/26/2023 637 55,935
RSU 02/28/2022 02/28/2023 691 57,049
Richard A. White
PSU 02/28/2020 02/16/2023 1,473 132,084
RSU 02/28/2020 02/28/2023 289 23,860
RSU 02/26/2021 02/26/2023 210 18,440
RSU 02/28/2022 02/28/2023 465 38,390
(1) The value realized ~~upon~~on exercise of an Option equals the number of shares for ~~Mr. Rose represents~~which the ~~difference between~~Option was exercised multiplied by the excess of the closing market price of our Common Stock on the exercise date over the exercise price ~~and the stock price on the date of~~ per share.~~settlement.~~
(2) (2) ~~These amounts~~Amounts reflect the number of shares relating to RSUs that vested on the applicable vesting date prior to withholding of any shares to satisfy taxes for each of the NEOs affected. ~~The amounts for Messrs. Wilson, Fortson, Woodcock, Rose and Smith as well as Ms. Burgeson~~
~~relate to 2016 RSU~~(3) Column represents the value of the awards ~~granted by the Company. The values realized upon vesting column for all NEOs represent~~using the closing price of Common Stock on the date of ~~settlement.~~settlement (or vesting, as applicable). For the awards vesting on February 26, 2023, the closing price of Common Stock on February 27, 2023 was used for valuation.
INGEVITY | 2024 Proxy Statement 67
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Pension Benefits Table - 2017– 2023

The following table provides information with respect to the Company’s non-qualified defined benefit plan (which we refer to as the “Retirement Restoration Plan”). The Retirement Restoration Plan provides benefits to only three of our NEOs (one of whom is a former executive) representing “historic” liabilities assumed by the Company under the terms of the EMA in connection with our separation from our former Parent, WestRock. None of our NEOs currently accrues a benefit under this plan with respect to service with the Company.

Name
Plan Name
Number of
Years
Credited Service
Present
Value of
Accumulated
Benefit⁽¹⁾
($)
Payments
During Last
Fiscal Year
($)
Katherine P. Burgeson
Retirement Restoration Plan

15.83

1,135,112

—

S. Edward Woodcock
Retirement Restoration Plan

27.083

344,111

—

Edward A. Rose
Retirement Restoration Plan

31.92

1,443,448

63,764

~~(1)~~ ~~The accumulated benefits included in this column were computed through December 31, 2017 using the assumptions stated in the~~ ~~financial statements included in the 2017 Company Form 10-K (Note~~ 13).

~~Understanding Our Pension Benefits Table~~

The Company maintains the Retirement Restoration Plan, a non-qualified plan that mirrors benefits provided under a qualified defined benefit pension plan sponsored and maintained by our former ~~Parent,~~parent, WestRock (the “WestRock Pension Plan”). The Retirement Restoration Plan was adopted by the Company to honor obligations under the ~~EMA~~Employee Matters Agreement between the Company and WestRock to pay certain assumed historic liabilities transferred as a result of the ~~separation.~~separation of WestRock and the Company.

Mr. Woodcock is the only NEO who has a benefit under the Retirement Restoration Plan. None of our other NEOs currently accrues a benefit under this plan with respect to service with the Company.

Name Plan Name Number of
Years
Credited
Service
(#) Present Value
of
Accumulated
Benefit⁽¹⁾
($) Payments
During
Last
Fiscal
Year
($)
S. Edward Woodcock Retirement Restoration Plan 27.83 341,670 –
(1) The accumulated benefits included in this column were computed through December 31, 2023, using the assumptions stated in Note 14 to the Company’s audited consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2024.
Understanding our Pension Benefits Table
The WestRock Pension Plan (now frozen) provides an unreduced benefit payable at age 65 (or 62, if the employee has 20 years of service). The retirement benefit payable is equal to 1.6% of final average earnings (or pay) times years of benefit service (up to a maximum of 40 years), minus an

employee’s primary social security benefit multiplied by 1.25% times years of benefit service (up to a maximum of 40 years of service). The formula is illustrated below:

[1.6% x Years of Benefit x Final Average Pay]
Service (up to 40)
-

Less

[1.25% x Years of Benefit x Primary Social Security Benefit]
Service (up to 40)

The Retirement Restoration Plan mirrors benefits provided under the WestRock Pension Plan following the same formula but recognizing compensation in excess of ~~the Internal Revenue~~ Code ~~limit, which was $270,000 for 2017. Messrs.~~

~~INGEVITY - 2018 Proxy Statement - 31~~

~~TABLE OF CONTENTS~~

limits. Mr. Woodcock, ~~and Rose and Ms. Burgeson,~~ while ~~participants~~a participant in this plan, no longer ~~accrue~~accrues any benefit under this plan. Benefits are payable in annuity form only, and a lump sum is not available. The underlying plan, the WestRock Pension Plan, to which our Retirement Restoration Plan relates, was

frozen ~~(generally)~~ on December 31, 2015. Accordingly, the values above represent ana historic liability accrued under ~~the former Parent’s plan,~~ the WestRock Pension Plan with respect to service performed for WestRock, not Ingevity.

Non-Qualified Deferred Compensation at 20172023 Fiscal Year End

The Company maintains a non-qualified deferred compensation plan that permits executives to defer up to 80% of their base salary and ~~100%~~80% of their short-term incentive compensation. The plan also operates as an excess benefit plan enabling employees to defer salary, Company matching, ~~transition~~ and other non-contributing contributions in excess of ~~Internal Revenue~~ Code limits that apply to the ~~Company’s qualified 401(k) Savings Plan. Amounts contributed may be allocated towards notional accounts into~~

RSP. The DCP provides for a Company match of up to ~~16 investment funds as directed by the executive.~~ 6% and an additional 3% automatic non-contributory Company contribution.

There is no guaranteed investment return with respect to any of these funds. The funds mirror those options available to all employees who participate in the Company’s broad-based qualified ~~401(k) Savings Plan~~RSP including two additional funds. ~~In 2017, the~~The Company adopted the use of a Rabbi Trust, which ~~will be~~is funded through the purchase of ~~Company Owned Life Insurance.~~Company-owned life insurance.

INGEVITY | 2024 Proxy Statement

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The table below includes information on each of our NEO’s non-qualified deferred compensation plan accounts for ~~2017.~~2023.

Executive
Contributions in
Last Fiscal
Year⁽¹⁾
($)
Registrant
Contributions in
Last Fiscal
Year⁽²⁾
($)
Aggregate
Earnings in
Last Fiscal
Year
($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance at
Last Fiscal
Year-End⁽³⁾
($)
D. Michael Wilson

160,543

144,189

76,315

—

598,140

John C. Fortson

38,801

57,901

18,907

—

135,682

Katherine P. Burgeson

61,077

26,785

12,689

—

153,767

Michael P. Smith

22,423

18,952

1,595

—

31,261

S. Edward Woodcock

99,256

42,453

17,119

—

148,197

Edward A. Rose

0

0

211

17,837

17,940

Executive Contributions in
Last Fiscal Year⁽¹⁾
($) Registrant
Contributions in
Last Fiscal Year⁽²⁾
($) Aggregate Earnings
in Last Fiscal Year
($) Aggregate
Withdrawals/
Distributions
($) Aggregate Balance
at Last Fiscal
Year-End⁽³⁾
($)
John C. Fortson 50,300 75,450 156,493 1,163,632
Mary Dean Hall 322,327 40,994 103,610 480,592
Stacy L. Cozad 47,000 35,250 23,086 169,472
S. Edward Woodcock 140,900 43,936 316,622 2,131,384
Richard A. White 38,410 24,104 9,810 260,163
(1) ~~After~~Amounts for each NEO ~~reaches the designated maximum contribution or contribution limit under the Company’s 401(k) Savings Plan, he or she~~ ~~may continue to defer compensation under this plan, and separately he or she can defer up to 80% of his or her eligible compensation~~ ~~into the Company’s plan. These amounts represent~~represents contributions made by ~~each of our NEOs~~such NEO during ~~2017.~~2023 and is reported as 2023 compensation under “Salary” in the Summary Compensation Table.
(2) ~~These amounts~~Amounts represent Company contributions ~~by the Company~~during 2023 that exceeded the qualified plan contribution and compensation limits applicable to matching, ~~non-elective,~~nonelective, and transition contributions that would otherwise have been made to the ~~Company’s qualified 401(k) Savings~~ ~~Plan,~~RSP, but for the limits applicable to ~~such plan.~~the RSP. These amounts are reported as “All Other Compensation” in the Summary Compensation Table.
(3) ~~The amounts in this column are calculated by adding~~Represents the ~~amounts set forth in~~balance of each participating NEO’s account under the DCP as of December 31, 2023. For each NEO, the portion of the ~~first four columns of this table for each NEO~~ ~~to the applicable NEO’s~~ aggregate balance at 2023 fiscal year end that was reported in the Summary Compensation Table for prior fiscal years is as ~~of the end of fiscal 2016.~~follows: Mr. Fortson $881,389, Ms. Hall $13,661, Ms. Cozad $64,136, Mr. Woodcock $1,629,926, and Mr. White $187,839.

~~32 - INGEVITY - 2018 Proxy Statement~~

~~TABLE OF CONTENTS~~

Potential Payments Upon InvoluntaryCertain Termination⁽¹⁾
(other than Events or a Change of Control)Control

Please refer to “Compensation Discussion & Analysis – Other Compensation and Benefits – Severance Arrangements” for a discussion of the benefits payable to our NEOs upon certain termination events and the definition of certain capitalized terms below.

The table below shows the ~~severance~~ benefits that would be payable to each of our NEOs if he or she had experienced ~~an involuntary~~the termination or change of ~~employment from the Company~~control events indicated below on December ~~29, 2017 (absent cause and excluding death,~~31, 2023. The table below does not include amounts under the RSP or DCP, accrued but unused vacation, disability benefits, or ~~retirement), pursuant~~other benefits payable to the ~~terms of Severance and Change of Control Agreements.~~

D. Michael
Wilson
John C.
Fortson
Katherine P.
Burgeson
Michael P.
Smith
S. Edward
Woodcock
Cash Severance⁽²⁾
$
3,400,000

$
1,249,500

$
810,000

$
581,250

$
465,000

Prorated Target Incentive⁽³⁾
$
850,000

$
343,000

$
180,000

$
206,250

$
165,000

Prorated Vesting Options⁽⁴⁾
$
1,082,300

$
609,219

$
171,217

$
77,261

$
116,344

Prorated Vesting RSUs⁽⁵⁾
$
1,319,128

$
704,489

$
197,950

$
110,356

$
141,856

Prorated Vesting PSUs⁽⁵⁾
$
1,159,654

$
132,625

$
195,554

$
56,869

$
95,205

Long-Term Cash

$
41,983

Post-Termination Health Care⁽⁶⁾
$
39,062

$
19,531

$
19,306

$
19,531

$
19,531

Outplacement Services and Financial Planning⁽⁷⁾
$
40,000

$
40,000

$
40,000

$
40,000

$
40,000

Total Other Compensation
$
7,890,144

$
3,098,364

$
1,614,027

$
1,091,517

$
1,084,919

~~(1)~~ ~~These amounts assume a stock price of $70.47, which was~~Company’s full-time U.S. employees. Actual amounts to be received on a termination event will vary based upon the closing price of the Company’s Common Stock on the date of termination, applicable proration requirements, and performance achievement for certain incentive awards. Further, the amounts below do not give any impact to the payment timing or other requirements under Section 409A of the Code, as amended. Other than as described below, no NEOs would receive any payments in the event they were terminated for “cause” or left voluntarily.
INGEVITY  |  2024 Proxy Statement     69
Back to Contents
      Involuntary Termination
by Company other than for
Cause (or Poor Performance)
and Absent a
Change of Control
($)       Voluntary Termination
by Executive; Termination
Due to Retirement
(Absent Cause or
Poor Performance)
($)       Termination
Due to
Death or
Disability
($)       Change of Control with
Qualified Termination
(Assuming
Replacement
Awards Issued)⁽¹⁾
($)       Change of
Control with
No Replacement
Awards Issued⁽¹⁾
($)
John C. Fortson
Cash Severance⁽²⁾ 4,000,000 6,000,000
Target STIP⁽³⁾ 1,000,000 1,000,000
Options^{(4), (5)}
RSUs^{(4), (5)} 585,373 585,373 1,380,571 1,380,571
PSUs^{(4), (5)} 1,771,965 1,771,965 3,189,569 1,771,965
Health Benefits⁽⁶⁾ 48,739 73,109
Outplacement Services⁽⁷⁾ 40,000 40,000
TOTAL COMPENSATION 7,446,077 2,357,338 11,683,250 3,152,536
Mary Dean Hall⁽⁸⁾
Cash Severance⁽²⁾ 867,000 1,734,000
Target STIP⁽³⁾ 357,000 357,000
Options^{(4), (5)}
RSUs^{(4), (5)} 323,890 323,890 323,890 554,221 554,221
PSUs^{(4), (5)} 367,343 367,343 367,343 742,157 367,343
Health Benefits⁽⁶⁾ 9,549 19,099
Outplacement Services⁽⁷⁾ 40,000 40,000
TOTAL COMPENSATION 1,964,782 691,233 691,233 3,446,476 921,564
Stacy L. Cozad
Cash Severance⁽²⁾ 775,500 1,551,000
Target STIP⁽³⁾ 305,500 305,500
Options^{(4), (5)}
RSUs^{(4), (5)} 293,205 293,205 497,227 497,227
PSUs^{(4), (5)} 380,328 380,328 665,188 380,328
Health Benefits⁽⁶⁾ 21,629 43,258
Outplacement Services⁽⁷⁾ 40,000 40,000 40,000
TOTAL COMPENSATION 1,816,162 673,533 3,102,173 917,555
S. Edward Woodcock⁽⁸⁾
Cash Severance⁽²⁾ 783,750 1,567,500
Target STIP⁽³⁾ 308,750 308,750
Options^{(4), (5)}
RSUs^{(4), (5)} 434,542 434,542 434,542 598,230 598,230
PSUs^{(4), (5)} 358,080 358,080 358,080 620,849 358,080
Health Benefits⁽⁶⁾ 22,952 45,904
Outplacement Services⁽⁷⁾ 40,000 40,000
TOTAL COMPENSATION 1,948,074 792,622 792,622 3,181,233 956,310
INGEVITY  |  2024 Proxy Statement     70
Back to Contents
      Involuntary Termination
by Company other than for
Cause (or Poor Performance)
and Absent a
Change of Control
($)       Voluntary Termination
by Executive; Termination
Due to Retirement
(Absent Cause or
Poor Performance)
($)       Termination
Due to
Death or
Disability
($)       Change of Control with
Qualified Termination
(Assuming
Replacement
Awards Issued)⁽¹⁾
($)       Change of
Control with
No Replacement
Awards Issued⁽¹⁾
($)
Richard A. White⁽⁹⁾
Cash Severance⁽²⁾ 736,000 1,472,000
Target STIP⁽³⁾ 276,000 276,000
Options^{(4), (5)}
RSUs^{(4), (5)} 103,971 103,971 240,397 240,397
PSUs^{(4), (5)} 330,596 330,596 1,087,429 330,596
Health Benefits⁽⁶⁾ 22,680 45,361
Outplacement Services⁽⁷⁾ 40,000 40,000
TOTAL COMPENSATION 1,509,247 434,567 3,161,187 570,993
(1) Under the “change of control with qualified termination (assuming replacement awards issued)” column, reflects payout upon a change of control and either atermination by the Company, other than for Cause, or a termination by the executive for Good Reason, in each case within the two-year period following suchchange of control, under the terms of the ~~Company’s stock on December 29, 2017, the assumed~~ ~~termination date. Actual values will vary based on changes in the Company’s stock price on the termination date.~~
~~(2)~~ Severance and Change inof Control agreements ~~entered into in 2017~~and Omnibus Plan. Under the “change of control with ~~Messrs. Wilson, Fortson~~no replacementawards issued” column, reflects payout upon a change of control with no replacement awards on December 31, 2023 under the terms of the Omnibus Plan .
(2) With respect to an involuntary termination of employment by the Company, other than for Cause, absent a change of control, the Severance and ~~Ms. Burgeson~~Change ofControl agreements provide for the payment of cash severance in the amount of two times the sum of the executive’s base salary and target ~~annual incentive~~STIP for Mr. ~~Wilson,~~ Fortson,and one ~~and one-half~~ times the sum of the ~~NEO’s~~executive’s base salary and target ~~annual incentive~~STIP for all other NEOs. With respect to an involuntary termination of employment by theCompany, other than for Cause, or a Good Reason termination by the executive, in each case within the two-year period following a change of control, theSeverance and Change of Control agreements provide for the payment of cash severance in the amount of three times the sum of the executive’s base salary andtarget STIP for Mr. Fortson, and ~~Ms. Burgeson. The severance~~ ~~is payable over~~ two ~~years for Mr. Wilson and eighteen months for Mr. Fortson and Ms. Burgeson. In~~times the ~~case~~sum of ~~Messrs. Smith and Woodcock,~~ ~~both would receive a cash severance payment equal to one times their~~the executive’s base salary and target ~~annual incentive payable over a one-year~~ STIP for all Other NEOs.~~period.~~
(3) ~~This represents~~Represents the value of ~~the annual short-term incentive~~STIP (assuming target performance levels) payable upon ~~termination.~~termination under the Severance and Change of Control agreements. Actualpayout for 2023 was at 17.0% of target for Mr. Fortson, 20.0% of target for Ms. Hall, 20.0% of target for Ms. Cozad, 84.1% of target for Mr. Woodcock, and 15.0% oftarget for Mr. White. Because this table depicts a termination on December 31, 2023, the amounts are not prorated. In the event an NEO departed the Companyprior to the last day of the year, the amounts would be prorated.
(4) ~~This represents~~The treatment of Options, RSUs, and PSUs on the termination events is set forth under “Compensation Discussion and Analysis – Other Compensation andBenefits – Severance Arrangements – Equity Awards – Omnibus Plan.”
(5) RSU amounts shown are the sum of the amount of the award vesting multiplied by a stock price of $47.22, which was the closing price of the Company’s CommonStock on December 29, 2023, the last business day of 2023. PSU amounts shown are the sum of the amount of the award vesting multiplied by $47.22, which wasthe closing price of the Company’s Common Stock on December 29, 2023, the last business day of 2023, multiplied by the expected performance outcome,which is target performance for PSU awards granted on February 26, 2021, April 19, 2021, February 28, 2022, February 28, 2023, and May 1, 2023. Theoutstanding options held by each NEO have no intrinsic value ~~of stock options that would vest in full~~as they are underwater. For this reason, no amount has been reported in the ~~event~~table for eachtriggering event. The number of underwater options held by each NEO at December 31, 2023 is as follows: Mr. Fortson (23,287); Ms. Hall (5,716); Ms. Cozad(5,086); Mr. Woodcock (4,761); and Mr. White (2,726).
(6) With respect to an involuntary termination of employment by the Company, other than for ~~cause,~~ Cause, absent a change of control, ~~assuming a termination date occurred on December 29, 2017.~~
~~(5)~~ ~~These represent~~ the ~~value of 2016 and 2017 RSU and PSU awards which would vest in the event of an involuntary termination, other~~ ~~than for cause, absent a change of control, assuming target performance.~~
~~(6)~~ ~~This represents a cash lump sum payment in lieu of continued health care coverage pursuant to the executive's~~ Severance and Change ofof Control ~~Agreements. For Mr. Wilson, this represents~~agreements provide for the payment of the cost of ~~two years~~two-years of health ~~care~~ coverage for Mr. Fortson, and ~~Ms. Burgeson~~ one year of health coverage for all other NEOs. With~~18 months~~respect to an involuntary termination of employment by the Company, other than for Cause, or a Good Reason termination by the executive, within the two yearperiod following a change of control, the Severance and Change of Control agreements provide for the payment of the cost of three years of health coverage for Mr. ~~Smith~~Fortson, and ~~Mr. Woodcock one year.~~two years of health coverage for all other NEOs.
(7) This represents the value of twelve months of outplacement services ($25,000), a benefit that is also provided for under the terms of the ~~severance plan,~~Severance and Change of Control agreements, as well as one year of financial counseling ($15,000).
~~INGEVITY - 2018 Proxy Statement - 33~~
~~TABLE OF CONTENTS~~
~~Potential Payments Upon Termination — Retirement~~
~~The 2016 Omnibus Plan provides for accelerated vesting due to retirement at age 65 (or 55 with twenty years of service). None of the NEOs are eligible for special vesting rights under~~
~~the plan’s retirement provisions assuming a December 31, 2017 termination date.~~
~~Potential Payments Upon Termination — Death or~~ ~~Disability~~⁽¹⁾
~~The table below reflects the impact for death or disability as of December 31, 2017, under the terms of the Company’s plans and programs.~~

D. Michael Wilson
John C.
Fortson
Katherine P. Burgeson
Michael P.
Smith
S. Edward Woodcock
Intrinsic Value of Stock Option⁽²⁾
$
2,495,916

$
1,334,083

$
388,469

$
140,122

$
270,719

Performance-Based RSU Award⁽³⁾
$
1,319,128

$
704,489

$
197,950

$
110,356

$
141,856

Service-Based RSU Award⁽⁴⁾
$
1,159,654

$
132,625

$
195,554

$
56,869

$
95,205

Long-Term Cash Award⁽⁵⁾

$
41,983

Deferred Compensation⁽⁶⁾
$
490,686

$
135,682

$
153,767

$
31,260

$
148,197

Total Other Compensation
$
5,465,384

$
2,306,879

$
935,740

$
338,607

$
697,960

(8) ~~(1)~~ ~~These amounts assume a stock price of $70.47, which was the closing price of the Company’s stock on December 29, 2017, the assumed~~ ~~termination date. Actual values will vary based on changes in the Company’s stock price on the termination date.~~
~~(2)~~ ~~This represents the intrinsic value of unvested stock options, that would vest as of the termination date following the death or disability~~ ~~of the executive.~~
~~(3)~~ ~~This represents the prorated value of 2016 PSU awards that would vest as of the termination date following the death or disability of~~ ~~the executive, assuming target performance with proration.~~
~~(4)~~ ~~This represents the prorated value of 2016 RSU awards that would vest as of the termination date following the death or disability of~~ ~~the executive.~~
~~(5)~~ ~~This represents the prorated value of~~Both Mr. ~~Woodcock’s 2016 Services Based Long-Term Cash replacement award that would vest as of the~~ ~~termination date following the death or disability of the executive.~~
~~(6)~~ ~~This represents the value of the executive’s non-qualified deferred compensation account payment accelerated in the event of death or~~ ~~disability.~~
~~Potential Payments Upon Termination and Change of Control~~

The Company has approved and entered into Severance and Change of Control Agreements with each of its NEOs (other than Mr. Rose). Under these agreements, participants are entitled to severance payments if their employment with Ingevity terminates within two years following a change of control (for any reason other than cause, disability, death or a termination initiated by the participant without good reason, all as defined). The table below reflects the amount of compensation that would be payable to each of our NEOs as if the NEO’s employment had terminated on December 31, 2017 based on their respective Severance and Change of Control Agreements. The benefits described are in addition to any benefits available prior to the occurrence of a change of control, such as qualified plan distributions from the Company’s 401(k) Savings Plan, payment of any accrued vacation or exercises of any stock options already exercisable.
For Messrs. Wilson, Fortson and Ms. Burgeson, if a change of control termination event occurs on or before January 1, 2019, and such NEO is terminated by the Company or any successor (or he or she terminates employment on account of Good Reason) before January 1, 2019 absent cause within
one year following a change of control, he or she is entitled to receive cash severance in the amount of three (3) years (for Mr. Wilson) and (2) years (for Mr. Fortson and Ms. Burgeson) of his or her then-current base salary and target bonus for such period, the payment of which is to be made over a three-year period (for Mr. Wilson) and two-years (for Mr. Fortson and Ms. Burgeson). For termination on or after January 1, 2019, Mr. Wilson would receive a severance payment equal to three (3) times the sum of his then current annual base salary and his target incentive, payable in a single lump sum. For Mr. Fortson and Ms. Burgeson, they would receive severance payments equal to two (2) times the sum of their then current annual base salary and their target incentive, payable in a single lump.
Messrs. Smith and Woodcock would receive severance payments equal to two (2) times the sum of their annual base salary and their target incentive, payable in a single lump sum in accordance with their agreements, which are consistent with the provisions discussed above for Messrs. Wilson and Fortson and Ms. Burgeson.
~~34 - INGEVITY - 2018 Proxy Statement~~
~~TABLE OF CONTENTS~~
~~Edward A. Rose~~

~~Mr. Rose left the Company on January 31, 2017. See our Form 8-K filed with the SEC on February 3, 2017 for more information on the actual amounts paid to him at that time.~~
~~No Gross-Up~~

~~The Severance and Change of Control Agreements covering our NEOs do not include any gross-up feature payable to~~
~~NEOs with respect to any excise taxes owed in connection with a change of control severance payment.~~
~~Release of Claims and Noncompetition and Non-Solicitation~~ ~~Agreement~~

~~Severance is not payable to any NEO unless and until he or she signs a release of claims against the Company. The~~
~~agreements also include post-termination covenants relating to confidentiality, non-competition and non-solicitation.~~
~~Equity Acceleration~~

In the event of a change of control event where the NEO receives a “replacement award,” there will be no accelerated vesting, exercisability, and/or payment of an outstanding award, unless the NEO’s employment is terminated without cause, other than as a result of death or disability, or the NEO resigns for Good Reason within (2) years of the change of control event. In such cases, upon the second trigger, NEO holders of such awards will be entitled to accelerated vesting, and his or her awards will be exercisable and/or will be settled. If an NEO does not receive a replacement award or if the award is not otherwise assumed by the acquirer, then
upon the occurrence of a change of control, all outstanding unvested options will be fully vested and exercisable and all restrictions applicable to outstanding stock awards that are not performance-based will lapse in full and the awards will be fully vested. With respect to performance awards, upon a change of control, such awards will be considered earned at their target value (or, if greater, the level of achievement as of the date of the change of control, if determinable by the Compensation Committee) and will immediately be paid or settled subject to the provisions of Section 409A of the Code.
~~INGEVITY - 2018 Proxy Statement - 35~~
~~TABLE OF CONTENTS~~
~~Change of Control Severance Payments~~⁽¹⁾

The table below reflects the impact of an involuntary termination of employment (or Good Reason termination, if applicable) on December 31, 2017 under the terms of the Company’s Severance and Change of Control agreements in place with our NEOs in effect on December 31, 2017:

D. Michael
Wilson
John C.
Fortson
Katherine P.
Burgeson
Michael P.
Smith
S. Edward
Woodcock
Cash Severance⁽²⁾
$
5,100,000

$
1,666,000

$
1,080,000

$
1,162,500

$
930,000

Pro-Rata Target Incentive⁽³⁾
$
850,000

$
343,000

$
180,000

$
206,250

$
165,000

Intrinsic Value of Stock Option⁽⁴⁾
$
2,495,916

$
1,334,083

$
388,469

$
217,347

$
270,719

Performance-Based RSU Award⁽⁵⁾
$
3,909,112

$
1,904,029

$
578,065

$
419,719

$
427,894

Service-Based RSU Award⁽⁶⁾
$
2,472,229

$
1,421,380

$
412,461

$
213,172

$
250,873

Long-Term Cash Award⁽⁷⁾

—

—

—

$
48,611

Post-Termination Healthcare⁽⁸⁾
$
58,594

$
39,062

$
38,612

$
39,062

$
39,062

Outplacement Services and Financial Planning⁽⁹⁾
$
40,000

$
40,000

$
40,000

$
40,000

$
40,000

Deferred Compensation⁽¹⁰⁾
$
490,686

$
135,682

—

$
148,197

Total
$
15,416,537

$
6,883,236

$
2,717,607

$
2,298,050

$
2,320,356

~~(1)~~ ~~These amounts assume a stock price of $70.47, which was the closing price of the Company’s stock on December 29, 2017, the assumed~~ ~~termination date. Actual values will vary based on changes in the Company’s stock price on the termination date.~~
~~(2)~~ ~~The change of control cash severance is equal to three times~~ ~~the sum of~~ ~~base salary plus the executive’s current target annual cash incentive~~ ~~award for Mr. Wilson. For Messrs. Fortson, Smith,~~ Woodcock and Ms. ~~Burgeson, the change in control cash severance is equal~~Hall are entitled to ~~two times~~benefits upon Retirement.~~the sum of~~ ~~base salary plus the executive’s current target annual cash incentive award.~~
INGEVITY  |  2024 Proxy Statement     71
~~(3)~~ ~~This represents the value of the annual short-term incentive (assuming target performance levels) payable upon termination in connection~~ ~~with a change of control.~~
Back to Contents ~~(4)~~ ~~This represents the intrinsic value of unvested stock options, which vest as of the termination date following a change of control scenario.~~
~~(5)~~ ~~This represents the value of 2016 and 2017 PSU awards which would vest in full in connection with a termination following a change~~ ~~of control, assuming target performance with no proration.~~
~~(6)~~ ~~This represents the full value of 2016 and 2017 RSU awards that vest in full upon a termination of employment following a change of~~ ~~control.~~
~~(7)~~ ~~This represents the value of 2015 Long-Term Cash awards granted by WestRock, which vested at the Separation, but which are not payable~~ ~~until Mr. Woodcock’s termination of employment.~~
~~(8)~~ ~~This represents a cash lump sum payment in lieu of continued health care coverage pursuant to each respective executive's Severance~~ ~~and Change of Control Agreement. For Mr. Wilson, this represents the cost of three years of health care coverage and for the other~~ ~~executives it represents two years.~~
~~(9)~~ ~~This represents the value of outplacement services for one year following termination of employment ($25,000) and financial counseling~~ ~~for one year ($15,000).~~
~~(10)~~ ~~This represents the value of the executive’s non-qualified deferred compensation account payment accelerated in the event of a change~~ ~~of control based on the executive’s election. Absent an executive election, no acceleration occurs on a change of control.~~
CEO Pay Ratio—2023
~~RELATED PARTY TRANSACTIONS~~
~~Under its charter,~~In accordance with SEC rules, we are providing the Governance Committee is charged with reviewing all potential related party transactions. Our policy has been that the Governance Committee, which is comprised solely of independent directors, reviews and then recommends such related party transactions to the entire Board for further review and approval. All such related party
transactions are then required to be reported under applicable SEC rules. Aside from this policy, we have not adopted additional procedures for review of, or standards for approval of, related party transactions but instead review such transactions on a case by case basis.
~~Transactions~~

~~The Governance Committee has not identified any related party transactions since the beginning~~ratio of the ~~fiscal year ended December 31, 2017 and none are currently proposed.~~
~~36 - INGEVITY - 2018 Proxy Statement~~
~~TABLE OF CONTENTS~~
~~AUDIT COMMITTEE REPORT~~
Management is responsible for the Company’s financial reporting process, including the effectiveness of its internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements and the Company’s internal control over financial reporting and issuing reports thereon. The Audit Committee’s responsibility is, among other things, to monitor and oversee these processes and to report thereon to the Board.
Throughout 2017, the Audit Committee received regular reports from management, the internal auditors and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, regarding the plans for, and scope and results of, their audits and reviews of the Company’s financial statements and internal control over financial reporting.
Management has represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and PricewaterhouseCoopers LLP. This review
included discussions with PricewaterhouseCoopers LLP of the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board.
The Audit Committee also received from PricewaterhouseCoopers LLP the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLP the issue of their independence from the Company.
Based on the foregoing, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
~~THE AUDIT COMMITTEE~~
~~Jean S. Blackwell,~~ ~~Chair~~
~~Luis Fernandez-Moreno~~
~~J. Michael Fitzpatrick~~
~~Daniel F. Sansone~~
~~CEO Pay Ratio Disclosure~~
~~The Compensation Committee reviewed a comparison~~annual total compensation of our Chief Executive ~~Officer’s (CEO) annual total compensation. We determined that~~Officer to the ~~2017~~ annual total compensation of the Company’s median ~~compensated of all our employees who were employed~~employee. The ratio is a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described below.
We calculated each employee’s annual total cash compensation as of December 31, ~~2017, other than~~2023 to identify our ~~CEO, D. Michael Wilson, was $79,710; Mr. Wilson’s 2017~~median employee. The following pay elements were included in determining the annual total cash compensation ~~was $4,933,902;~~for each employee.
■ Salary, base wages and/or overtime received (as applicable)
■ Annual incentive payments received for performance in the 2023 year
■ Other cash payments (including payments related to shift differential, holiday, or vacation)
Our calculation includes all full-time, part-time and temporary employees of the ~~ratio of these amounts was 1-to-62.~~
AsCompany and its subsidiaries (except the CEO) as of December 31, ~~2017, our~~2023. Our total ~~population consisted of 1,498 employees, of which 1,230 were in the United States~~U.S. and ~~268 were in non-US jurisdictions. Pursuant to the Pay Ratio SEC rules, we excluded nine (9) employees from India under the de minimis exemption. After applying this exemption, the~~Non-U.S. employee population ~~used for purposes~~was 1,892 as of ~~identifying~~December 31, 2023.
We applied a foreign currency exchange rate as of December 31, 2023 to all compensation elements paid in currencies other than U.S. Dollars.
After calculating the ~~median employee consisted of 1,489 employees of which 1,230 were in the United States and 259 were located in non-US jurisdictions.~~
~~To identify the median compensated employee, we used~~annual total cash compensation described above for each employee, we removed the CEO from the listing and found the employee with the median total cash compensation. Once this individual was determined we calculated that employee’s annual total compensation in the same manner as the “Total Compensation” ~~column~~ shown for our CEO in the ~~Summary~~“Summary Compensation ~~Table on page~~ 27 ~~of this proxy.~~Table.”
~~Pay elements that were included in the~~
The annual total compensation for ~~each employee are:~~
~~Base salary received in 2017~~
^o ~~Annualized for those permanent employees hired mid-year during 2017~~
~~Annual incentive paid or actual bonus paid~~2023 for ~~2017~~
~~Overtime~~our CEO was $5,291,062 and ~~allowances, as applicable,~~ for ~~fiscal 2017~~
~~Grant fair value~~the Median Employee was $86,705. The resulting ratio of ~~stock options, PSUs, and RSUs granted in 2017~~
~~Company paid 401(k) contributions in 2017~~
~~Company paid non-qualified plan contributions in 2017~~
~~Company paid life insurance premiums in 2017~~
our CEO’s total compensation to the Median Employee for 2023 is 61:1.
We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K, the ~~Pay Ratio Securities and Exchange Commission (SEC) rules under~~applicable SEC ~~rules~~regulation, based on our payroll and employment records and the methodology described above.
~~INGEVITY - 2018 Proxy Statement - 37~~
~~TABLE OF CONTENTS~~
~~PROPOSAL NO. 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY-ON-PAY)~~
~~In accordance with~~Given the ~~requirements of Section 14A of~~varying methodologies used to determine pay ratio estimates, the ~~Exchange Act, we are asking stockholders to approve, on an advisory~~Company’s pay ratio reported above should not be used as a basis ~~the following resolution concerning~~for comparison between companies.
Pay Versus Performance
The table below includes the compensation of our ~~NEOs:~~NEOs and company performance metrics for fiscal years ended December 31, 2023, 2022, 2021, and 2020.
~~RESOLVED, that~~Diluted EPS
Summary
Compen- Summary
Compen-
sation Summary
Compen- Compen- Compen-
sation Compen- Average
Summary
Compen-
sation Average
Compen-
sation Value of Initial Fixed
$100 Investment
Based on:
Year     sation
Table
Total for
First PEO     Table
Total for
Second
PEO     sation
Table
Total for
Third PEO     sation
Actually
Paid to
First PEO     Actually
Paid to
Second
PEO     sation
Actually
Paid to
Third PEO     Table
Total for
Non-PEO
NEOs     Actually
Paid to
Non-PEO
NEOs     Total
Shareholder
Return     Peer Group
Shareholder
Return⁽¹⁾     Net
Income⁽²⁾     Diluted
EPS
2023 5,291,042 n/a n/a (1,274,980) n/a n/a 1,718,066 190,758 54 130 (2.2) (0.07)
2022 5,394,470 n/a n/a 7,321,335 n/a n/a 1,632,294 1,902,483 81 124 211.6 5.50
2021 4,822,288 n/a n/a 3,458,254 n/a n/a 2,158,730 1,915,624 82 146 118.1 2.95
2020 2,831,502 1,736,323 146,618 2,393,213 1,843,148 (7,807,582) 1,576,121 1,106,292 87 117 181.4 4.37
(1) The peer group used for this purpose is the following published industry index: S&P 600 Chemicals Index.
(2) Represents the amount of Net Income reflected in the Company’s audited financial statements for the applicable year. In FY23, the Company experienced a net loss due to lower operating earnings and restructuring combined with a higher interest expense associated with the Ozark acquisition. Overall, weak industrial demand reduced production volume.
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The table below shows the ~~Company’s stockholders approve,~~ onadditions and deductions to calculate Compensation Actually Paid as well as the executives covered in each fiscal year.⁽¹⁾
2020 2021 2022 2023
Michael P.Smith S. Edward Woodcock Katherine P.Burgeson Mary Dean Hall Stacy L.Cozad Rich White 1st PEO 2nd PEO 3rd PEO Average
Non-PEO
NEO 1st PEO Average
Non-PEO
NEO 1st PEO Average
Non-PEO
NEO 1st PEO Average
Non-PEO
NEO
John C. Fortson Richard B. Kelson D. Michael Wilson      John C.
Fortson      Richard
B. Kelson      D. Michael
Wilson      Michael P.
Smith;
S. Edward
Woodcock;
Katherine P.
Burgeson.      John C.
Fortson      Mary
Dean Hall;
Stacy L.
Cozad;
Michael P.
Smith;
S. Edward
Woodcock      John C.
Fortson      Mary
Dean Hall;
Stacy L.
Cozad;
S. Edward
Woodcock;
Rich White      John C.
Fortson      Mary
Dean Hall;
Stacy L.
Cozad;
Rich
White;
S. Edward
Woodcock
SCT Total 2,831,502 1,736,323 146,618 1,576,121 4,822,288 2,158,730 5,394,470 1,632,294 5,291,042 1,718,066
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY (1,636,289) (113,246) 0 (533,400) (2,475,054) (1,077,066) (2,820,065) (630,718) (4,000,032) (1,049,604)
Increase of Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End 2,727,897 220,071 0 719,028 2,360,413 1,051,388 3,312,410 735,497 1,227,626 282,949
Increase of Fair Value of Awards Granted during Applicable FY that Vested as of Applicable FY End, determined as of Applicable FY End 0 0 0 73,511 0 0 0 0 0 0
Increase/deduction for Awards Granted during Prior FYs that were Outstanding and Unvested as of Applicable FY End, determined based on change in Fair Value from Prior FY End to Applicable FY End (672,008) 0 0 (259,354) (1,109,324) (178,326) 1,512,795 196,153 (3,874,416) (824,666)
Increase/deduction for Awards Granted during Prior FYs that Vested During Applicable FY, determined based on change in Fair Value from Prior FY End to Vesting Date (857,888) 0 (978,694) (321,375) (140,069) (39,102) (78,275) (30,741) 286,706 81,323
Deduction of Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End 0 0 (6,975,507) (66,686) 0 0 0 0 (205,906) (17,310)
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date 0 0 0 0 0 0 0 0 0 0
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY 0 0 0 0 0 0 0 0 0 0
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2020 2021 2022 2023
     1st PEO      2nd PEO      3rd PEO      Average
Non-PEO
NEO      1st PEO      Average
Non-PEO
NEO      1st PEO      Average
Non-PEO
NEO      1st PEO      Average
Non-PEO
NEO
John C.
Fortson Richard
B. Kelson D. Michael
Wilson Michael P.
Smith;
S. Edward
Woodcock;
Katherine P.
Burgeson. John C.
Fortson Mary
Dean Hall;
Stacy L.
Cozad;
Michael P.
Smith;
S. Edward
Woodcock John C.
Fortson Mary
Dean Hall;
Stacy L.
Cozad;
S. Edward
Woodcock;
Rich White John C.
Fortson Mary
Dean Hall;
Stacy L.
Cozad;
Rich
White;
S. Edward
Woodcock
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY 0 0 0 (81,553) 0 0 0 0 0 0
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans 0 0 0 0 0 0 0 0 0 0
Total Adjustments (438,289) 106,825 (7,954,200) (469,829) (1,364,034) (243,106) 1,926,865 270,190 (6,566,022) (1,527,308)
Compensation Actually Paid 2,393,213 1,843,148 (7,807,582) 1,106,292 3,458,254 1,915,624 7,321,335 1,902,483 (1,274,980) 190,758
(1) Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
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Descriptions between Compensation Actually Paid and Company and Peer Group Performance
The charts below provide an ~~advisory basis,~~illustration of the relationship between Compensation Actually Paid, Ingevity TSR, Peer Group TSR, Ingevity GAAP Net Income, and Ingevity Diluted EPS for fiscal years 2020 through 2023.
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Tabular List
The table below represents the most important financial performance measures used by Ingevity to link compensation ofactually paid to our named executive officers to company performance for FY23, as ~~described~~discussed further in ~~this Proxy~~ ~~Statement, including the~~our Compensation Discussion and Analysis ~~and the tabular compensation~~ ~~disclosures and related narrative discussion.~~
~~In considering this proposal, we encourage you to review the CD&A beginning on page~~ 16 ~~and the tabular compensation disclosures and accompanying narrative discussion beginning on page~~ 27(CD&A). The CD&A describes our executive compensation philosophy, programs and objectives, while the tabular compensation disclosures and accompanying narrative discussion provide detailed information on the compensation of our NEOs.
We believe that our compensation policies and procedures are competitive, are focused on pay for performance principles and are strongly aligned with the long-term interests of our stockholders. Our executive compensation philosophy is based on the belief that the compensation of our employees should be set at levels that allow us to attract and retain employees who are committed to achieving high performance and who demonstrate the ability to do so. We
seek to provide an executive compensation package that is driven by our overall financial performance, increased stockholder value, the success of areas of our business directly impacted by the executive’s performance, and the performance of the individual executive. We view our compensation program as a strategic tool that supports the successful execution of our business strategy and reinforces a performance-based culture. The Company employs an executive compensation program for our senior executives that emphasizes long-term compensation over short-term compensation, with a significant portion weighted toward equity awards. This approach strongly aligns our senior executives’ compensation with the interest of our stockholders.
This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs resulting from the executive compensation policies and practices described in this Proxy Statement.
Because your vote is advisory, it will not be binding upon the Board. However, the Board and Compensation Committee value the opinion of the Company’s stockholders as expressed through their votes on this proposal and will carefully consider the outcome of this proposal in connection with their ongoing evaluation of the Company’s executive compensation program.
~~Recommendation of the Board~~

~~The Board recommends that the stockholders vote “FOR” the adoption of this resolution~~ ~~and approve, on an advisory basis, the Company’s executive compensation as described~~ ~~in this proxy statement.~~
STIP Adjusted EBITDA*
STIP Adjusted Revenue*
Diluted EPS
* Definitions and reconciliations, if applicable, of the non-GAAP financial measures shown above can be found in Appendix A.
* Definitions and reconciliations, if applicable, of the non-GAAP financial measures shown above can be found in Appendix A.
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PROPOSAL 3
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
~~38 - INGEVITY - 2018 Proxy Statement~~
OUR BOARD RECOMMENDS A VOTE FORRATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR FISCAL 2024.
~~TABLE OF CONTENTS~~
~~PROPOSAL NO. 3 — RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~
The Audit Committee is directly responsible for appointing, retaining, fixing the compensation of, and overseeing the work of our independent registered public accounting firm. ~~The~~PricewaterhouseCoopers LLC (“PwC”) acted as our independent registered public accounting firm for the fiscal year ended December 31, 2023 and the Audit Committee has ~~appointed PricewaterhouseCoopers LLP~~retained PwC to serve as our independent registered public accounting firm for the fiscal year ending December 31, ~~2018.~~2024.
Although it is not legally required to do so, the Board has elected to seek stockholder ratification of the appointment of ~~PricewaterhouseCoopers LLP~~PwC as a matter of good corporate governance. If stockholders do not ratify the appointment of
~~PricewaterhouseCoopers LLP,~~ PwC, the Audit Committee will reconsider the appointment. Regardless of the outcome of this proposal, the Audit Committee may, in its discretion, select a new independent registered public accounting firm at any time during the year if it believes such a change would be in the Company’s best interest.
Representatives of ~~PricewaterhouseCoopers LLP are expected to~~PwC will be present at the Annual Meeting. They will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders.
~~Recommendation~~
Vote required:
An affirmative vote of the ~~Board~~
~~The Board recommends a~~majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote ~~“FOR”~~on this proposal is required for the ratification of the appointment of ~~PricewaterhouseCoopers LLP~~PwC as ~~the~~our independent registered public accounting firm for fiscal 2024.
Recommendation of the ~~Company.~~Board
THE BOARD RECOMMENDS A VOTE “FOR”THE RATIFICATION OF THE APPOINTMENT OF PWC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY.
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Audit Committee Matters
Audit and ~~Other Fees~~other fees
The following table shows the fees paid by usthe Company to ~~PricewaterhouseCoopers LLP~~PwC for audit and other services provided for the fiscal ~~2016~~years 2023 and ~~2017, all of which were preapproved by the~~ 2022.
Amounts Shown in $ 2023 2022
Audit Fees 2,375,000 2,551,000
Audit-Related Fees 189,530 769,967
Tax Fees - -
All Other Fees 10,000 317,778
TOTAL 2,574,530 3,638,745
Audit ~~Committee.~~⁽¹⁾fees

2016
(In thousands)
2017
(In thousands)
Audit Fees:
$
1,030

$
1,132

Audit-Related Fees:

725

50

Tax Fees:

0

227

All Other Fees:

10

15

Total:
$
1,765

$
1,423

~~(1)~~ ~~Fees paid prior to the Separation, including fees paid with~~ ~~respect to the audited financial statements included in our~~ R~~egistration~~ S~~tatement on Form 10 filed with the SEC, were~~ ~~approved by our prior Parent, WestRock.~~
~~Audit Fees.~~ ~~This category~~Amount includes fees ~~associated with~~for professional services performed for the integrated audit of the Company’s annual ~~financial statements, the audit of internal control over financial reporting, review of the Company’s quarterly~~consolidated financial statements included in ~~its Forms 10-Q~~the Company’s Form 10-K filing and ~~assistance with~~ review of ~~documents filed~~financial statements included in the Company’s Form 10-Q filings. Amount also includes other services that are normally provided by PwC in connection with ~~the SEC.~~statutory and regulatory filings or engagements.
~~Audit-Related Fees.~~ ~~This~~
Audit-related fees
Amount includes fees paid for services ~~rendered~~that are reasonably related to the performance of the audit or review of the Company’s financial statements. For 2023 and 2022, amount includes services provided in connection with the ~~audited financial statements included in our Registration Statement on Form 10~~Company’s implementation of a new enterprise resource planning system.
Tax fees
Amount includes fees and ~~related transactional support services associated with our Registration Statement on Form 10.~~expenses for U.S. federal, state, and international tax planning and tax compliance services. There were no tax fees for 2023 or 2022.
All ~~Other Fees.~~ ~~This category~~other fees
Amount includes fees for services in connection with attestations by ~~PricewaterhouseCoopers LLP~~PwC that are required by statute or regulation. Additionally, for 2022, amount includes services provided in connection with the Company’s implementation of a new enterprise resource planning system.
~~Pre-Approval Policy~~
Pre-approval policy and ~~Procedures~~procedures
The Audit Committee’s pre-approval policy requires that all services to be performed by the Company’s independent registered public accounting firm be pre-approved either on a case-by-case basis by the Audit Committee or its delegate or on a categorical basis based on the Audit Committee’s prior approval of a specific category of service and the
expected cost thereof. Any request for services involving less than ~~$50,000~~$150,000 may be approved by the Chair of the Audit Committee, ~~if it is not practicable to obtain the approval of the full committee,~~ provided that any such approval is presented to the full Audit Committee at its next regularly scheduled meeting.
The Audit Committee pre-approved all of the audit fees, audit-related fees, and all other fees paid to PwC in fiscal 2023.
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Audit Committee Report
The Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2023, including management’s annual assessment of and report on the Company’s internal control over financial reporting, with management and with PwC, the Company’s independent auditor. The Audit Committee has discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee also received from PwC the written disclosures and letter required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence and has discussed with PwC the issue of their independence from the Company.
Based on the foregoing, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC.
THE AUDIT COMMITTEE
Daniel F. Sansone, Chair
Frederick J. Lynch
Karen G. Narwold
William J. Slocum
Benjamin G. Wright
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PROPOSAL 4
APPROVAL OF AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF CERTAIN OFFICERS FROM LIABILITY IN LIMITED CIRCUMSTANCES
~~INGEVITY - 2018~~
OUR BOARD RECOMMENDS A VOTE FORTHE PROPOSED AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION.
Overview
The State of Delaware enacted legislation in 2022 that enables Delaware companies to limit the liability of certain officers in the event of a claim of breach of the duty of care under limited circumstances. We are asking our stockholders to approve an amendment (the “Charter Amendment”) to Ingevity’s Certificate of Incorporation (our “Charter”) to permit Ingevity to limit the liability of certain of Ingevity’s officers* in the specific circumstances permitted by the recent Delaware law, which is a limit that already applies to Ingevity’s directors under our existing Charter. In addition to the amendment described below, we will also make a minor amendment to update the Company’s registered address within Delaware.
Delaware law
The Delaware legislation only permits exculpation for direct claims for certain breaches of the duty of care does not permit the elimination of liability of certain officers for:
■ breaches of the duty of loyalty;
■ acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or
■ any transaction in which the officer derived an improper personal benefit.
The new law does not affect the right of stockholders to bring derivative claims on behalf of the Company against officers for breach the duty of care. Limiting the scope of liability of certain officers in this manner allows Ingevity to strike an appropriate balance between stockholders’ interest in incentivizing reasonable and sound business decisions and driving accountability on the one hand, and stockholders’ interest in Ingevity being able to attract and retain quality individuals to serve as its officers on the other hand.
Charter amendment rationale
The Board believes that the Charter Amendment is advisable and in the best interest of our stockholders because the scope of the limited liability is narrow and it helps protect our officers (in addition to our directors) from the risk of financial ruin from carrying out their duties. Further, the Board believes that the Charter Amendment will enhance Ingevity’s ability to attract and retain talented officers. In light of the benefits to Ingevity, its officers and its stockholders, and upon the recommendation of the Nominating & Governance Committee, the Board recommends that the stockholders adopt the Charter Amendment to provide the exculpation of certain officers* to the extent permitted by Delaware law.
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Proposed amendment
The proposed amendment to Article VIII of the Charter to permit the exculpation discussed above is as follows:
ANo director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment or repeal of this Article VIII shall not adversely affect any right or protection of any director or officer of the Corporation existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.
This summary of the proposed amendment is not intended to be complete and is qualified in its entirety by the full text of the Third Amended and Restated Certificate of Incorporation, a copy of which is included as Appendix B to this Proxy Statement.
We ask our stockholders to vote on the following resolution:
“RESOLVED, that the Company’s stockholders approve the Company’s Third Amended and Restated Certificate of Incorporation as set forth in Appendix B to this Proxy Statement.”
Effective date of the charter amendment
If the proposed Charter Amendment is adopted by the required vote of stockholders, it will become effective on the date that the Company’s Third Amended and Restated Certificate of Incorporation reflecting the Charter Amendment is filed with the Secretary of State of the State of Delaware. The Board reserves the right, notwithstanding stockholder approval of the Charter Amendment, and without further action by the stockholders, to elect not to proceed with the Charter Amendment if, at any time prior to filing, the Board determines that it is no longer in the best interests of the Company and its stockholders to proceed with the Charter Amendment.
Vote required:
The affirmative vote of a majority of the shares of Common Stock present in person or by proxy and entitled to vote on the matter at the Annual Meeting is required for the approval of the Charter Amendment.
Recommendation of the Board
THE BOARD RECOMMENDS A VOTE “FOR”THE APPROVAL OF THE CHARTER AMENDMENT.
* Officers covered by the limit of liability proposed in the Charter Amendment would include our NEOs, chief accounting officer, treasurer, and certain other officers who have consented (or deemed to have consented) to be identified as an officer and to accept service of process.
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Ownership of Equity Securities
Principal stock owners
The following table lists any person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) who, to our knowledge, was the beneficial owner as of February 26, 2024, of more than 5% of our outstanding Common Stock.
Name and Address of Beneficial Owner      Amount of
Common
Stock
Beneficially
Owned      Percentage of
our Common
Stock      Sole Voting
Shares      Shared Voting
Shares      Sole
Investment
Shares      Shared
Investment
Shares
BlackRock, Inc.⁽¹⁾
55 East 52nd Street
New York, New York 10055 6,003,674 16.6% 5,934,518 6,003,674
The Vanguard Group⁽²⁾
100 Vanguard Blvd.
Malvern, Pennsylvania 19355 3,743,322 10.33% 67,220 3,639,887 103,435
Inclusive Capital Partners, L.P.⁽³⁾
Jeffrey W. Ubben
1170 Gorgas Avenue
San Francisco, CA 94129 2,401,405 6.6% 2,401,405 2,401,405
Wellington Management Group LLP⁽⁴⁾
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210 2,148,379 5.93% 1,905,361 2,148,379
Victory Capital Management Inc.⁽⁵⁾
4900 Tiedeman Road 4th Floor
Brooklyn, OH 44144 1,854,554 5.12% 1,839,610 1,854,554
(1) Information provided is based solely on an amendment to Schedule 13G filed on January 22, 2024.
(2) Information provided is based solely on an amendment to Schedule 13G filed on February 13, 2024.
(3) Information provided is based solely on an amendment to Schedule 13D filed on May 30, 2023.
(4) Information provided is based solely on a Schedule 13G filed on February 8, 2024.
(5) Information provided is based solely on a Schedule 13G filed on February 7, 2024.
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Executive Officers and Directors
The following table shows how much of our Common Stock our current directors, NEOs, and all executive officers and directors as a group beneficially owned as of March 3, 2024. Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares of Common Stock a director or officer can vote or transfer and any security the director or officer has the right to vote or transfer within 60 days. Except as described further below, each stockholder listed in the table has sole voting and investment power for all shares of Common Stock shown as beneficially owned by him or her. Each individual director and executive officer owns less than 1% of the shares of Common Stock outstanding as of March 3, 2024⁽¹⁾. Directors and executive officers as a group beneficially own 1.1% of the Common Stock outstanding as of March 3, 2024.
Name of Beneficial Owner      Common
Stock
Beneficially
Owned⁽²⁾      Stock Vesting
within 60
Days      Options
Exercisable
within 60
Days      Total
Common
Stock
Beneficially
Owned⁽²⁾      Vested but
Unsettled DSUs
(including vesting
within 60 days)
(“Vested DSUs”)⁽³⁾      Total
Common
Stock
Beneficially
Owned Plus
Vested
DSUs⁽²⁾
Independent Directors
Jean S. Blackwell 15,857 1,645 — 17,502 — 17,502
Luis Fernandez-Moreno 17,907 1,645 — 19,552 — 19,552
Diane H. Gulyas 8,129 1,645 — 9,774 — 9,774
Bruce D. Hoechner 326 — — 326 1,645 1,971
Frederick J. Lynch 17,857 1,645 — 19,502 — 19,502
Karen G. Narwold 2,695 — — 2,695 7,444 10,139
Daniel F. Sansone 10,209 1,645 — 11,854 4,995 16,849
William J. Slocum⁽⁴⁾ 1,542 — — 1,542 3,492 5,034
Benjamin G. Wright 1,542 — — 1,542 1,645 3,187
Executive Officers
John C. Fortson 84,837 — 102,832 187,669 — 187,669
Mary Dean Hall 12,495 4,802 7,396 24,693 — 24,693
Stacy L. Cozad 9,256 — 7,958 17,214 — 17,214
S. Edward Woodcock 20,592 — 24,581 45,173 — 45,173
Richard A. White 3,153 — 4,457 7,610 — 7,610
Directors and Officers as a group (16 persons) 208,593 13,027 148,200 369,820 19,221 389,041
(1) As of March 3, 2024, there were 36,280,935 shares of Common Stock outstanding.
(2) Includes shares of Common Stock held directly and indirectly.
(3) For information on DSU vesting, voting rights, and payment, please see “Director Compensation,” above.
(4) Mr. Slocum is deemed to hold the shares of Common Stock listed in the table for the benefit of certain funds managed by Inclusive Capital Partners, L.P. and indirectly, for the benefit of Inclusive Capital Partners, L.P. Mr. Slocum disclaims beneficial ownership of the equity listed in the table, except to the extent of his pecuniary interest therein, if any.
Delinquent Section 16(a) reports
To the Company’s knowledge, based solely on a review of the copies of the reports furnished to the Company and the reporting persons’ written representations that no additional reports were required, the Company believes that, during 2023, all persons required to report complied with the Section 16(a) requirements.
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Questions and Answers About the Annual Meeting, Proxy Solicitation, and Voting Information
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 23, 2024 (the “Annual Meeting”): Our proxy statement for the Annual Meeting (the “Proxy Statement”) and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“Annual Report”) are available at www.proxyvote.com.
Why did I receive these materials?
You received these materials (the “Proxy Materials”) because you owned shares of the Company’s Common Stock, par value $0.01 (the “Common Stock”) as of the close of business on February 26, 2024 (the “Record Date”) and are, therefore, entitled to vote at the Annual Meeting.
Why did I receive a Notice Regarding the Availability of Proxy Materials instead of printed Proxy Materials?
Most of our stockholders received a Notice Regarding the Availability of Proxy Materials (the “Notice”) instead of a full set of printed Proxy Materials. The Notice provides access to our Proxy Materials in a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, and cuts costs associated with mailing these materials to stockholders. On or around March 11, 2024, we began mailing the Notice to holders of our Common Stock as of the Record Date and posted our Proxy Materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, stockholders may choose to access our Proxy Materials on the website or may request to receive a printed set of our Proxy Materials. The Notice and website provide information regarding how you may request to receive Proxy Materials in printed form by mail or electronically by email for this Annual Meeting and on an ongoing basis.
What is included in the Proxy Materials?
The Proxy Materials include the Notice of the Annual Meeting, the Proxy Statement, ~~- 39~~
and our Annual Report. These materials provide you with important information about the Company, the Annual Meeting, and the proposals to be voted on at the Annual Meeting.
What is a proxy and a proxy statement?
A proxy is your legal designation of another person to vote the shares of Common Stock you own as of the Record Date in the manner you direct. The person you designate to vote your shares of Common Stock is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated Stacy L. Cozad, our Executive Vice President, General Counsel, and Secretary, and Ryan C. Fisher, our Vice President and Deputy General Counsel, to serve as proxies for the Annual Meeting. The proxies also may be voted at any adjournments or postponements of the meeting. The Board is soliciting proxies for use at the Annual Meeting. A proxy statement is a document we give you when we are soliciting your vote pursuant to SEC regulations.
What is the difference between a stockholder of record and a beneficial owner?
If your shares of Common Stock are registered in your name on the books and records of our transfer agent, you are a “stockholder of record.” We therefore sent the Notice or Proxy Materials directly to you.
If your shares of Common Stock are held for you in the name of your broker or bank, your shares are held in “street name” and you are considered the “beneficial owner” of your shares and the broker or bank is considered to be the stockholder of record.
If you are a beneficial owner, the Notice or Proxy Materials have been forwarded to you by the broker or bank that holds your shares of Common Stock, and, as the beneficial owner, you have the right to direct your broker or bank on how to vote your shares by using the voting instruction form provided to you by your broker or bank.
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How do I vote?
Your voting method depends on whether you are a stockholder of record or a beneficial owner.
Stockholder of record
If you are a stockholder of record, you may vote using one of the following methods:
ONLINE BY PHONE BY MOBILE DEVICE BY MAIL DURING THE VIRTUAL MEETING
Before the Annual
Meeting, vote
online at
www.proxyvote.com Call 1-800-690-6903 Scan the QR code on
your proxy card or
Notice If you received a printed
version of these proxy
materials, you may vote
by mail Vote online during the
meeting at
www.virtualshareholdermeeting.com/
NGVT2024 by entering your 16-digit
control number and following the site
instructions
Even if you plan to attend the Annual Meeting virtually, we encourage you to vote your shares ahead of time.
Beneficial owner
If you are a beneficial owner, you may vote by following the instructions on the voting instruction form or notice provided to you by the bank or broker that holds your shares.
May I revoke my proxy and change my vote?
If you are a stockholder of record, you may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting by doing one of the following:
■ Voting again by telephone or via the Internet prior to 11:59 p.m., Eastern Time, on April 22, 2024;
■ Giving written notice to the Corporate Secretary of the Company;
■ Delivering a later-dated proxy to the Company; or
■ Voting during the Annual Meeting by following the instructions available on the meeting website, www.virtualshareholdermeeting.com/NGVT2024.
If you are a beneficial owner, please check your voting instruction form or contact the bank or broker that holds your shares for instructions on how to revoke or change your voting instruction.
Who is entitled to vote at the Annual Meeting?
All Ingevity stockholders who owned Common Stock as of the close of business on the Record Date are entitled to vote at the Annual Meeting.
How many votes are entitled to be cast at the Annual Meeting?
Each Ingevity stockholder is entitled to one vote for each share of Common Stock owned as of the Record Date. There were 36,247,546 shares of Common Stock outstanding on the Record Date. There is no cumulative voting.
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When and where is the Annual Meeting, and may I attend?
~~TABLE OF CONTENTS~~
In order to allow greater access to the meeting to our stockholders and lower the barriers to stockholder participation, our Annual Meeting will be held in a virtual meeting format only with no physical meeting location, which will enable stockholders to participate from any location and at no cost.
To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. The meeting will begin promptly at 9:30 a.m., Eastern Time, and we encourage stockholders to access the meeting prior to the start time. Technical assistance will be available on the day of the Annual Meeting. If you experience difficulties joining the Annual Meeting, please call 844-986-0822 in the U.S., or 303-562-9302 for International assistance.
How may I ask a question during the Annual Meeting?
We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate in the Annual Meeting as they would at an in-person meeting. You will be able to attend the Annual Meeting online, vote your shares of Common Stock electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NGVT2024 and entering the 16-digit control number included on your Notice, proxy card, or voting instruction form.
We will try to answer as many stockholder-submitted questions as time permits, and in the event we receive more questions than we can answer during our allotted period of time, we will answer them in the order received. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business, or that do not comply with the Annual Meeting rules of conduct. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. To the extent you have a question that was not answered during the Annual Meeting, please contact our Investor Relations team at investors@ingevity.com.
How many votes must be present to hold the Annual Meeting?
In order for us to conduct the Annual Meeting, a majority of the shares of Common Stock outstanding as of the Record Date must be present at the meeting (including by proxy). This is referred to as a quorum. If a share is represented for any matter at the Annual Meeting, it is deemed to be present for quorum purposes. Abstentions and shares of Common Stock held of record by a bank or broker or its nominee (“Broker Shares”) that are voted on any matter are included in determining the number of shares present at the Annual Meeting. However, broker non-votes will not be included in determining whether a quorum is present at such meeting.
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~~QUESTIONS AND ANSWERS REGARDING STOCKHOLDER COMMUNICATIONS, STOCKHOLDER PROPOSALS AND COMPANY DOCUMENTS~~
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What proposals will be voted on at the Annual Meeting, what are the Board’s voting recommendations, and what is required for a proposal to pass?
The following table summarizes the Board’s voting recommendations for each proposal, the vote required for each proposal to pass, and the effect of abstentions and uninstructed shares on each proposal. If you are a stockholder of record who submits a proxy card without selecting an option for any of the proposals, the proxy holders will vote in accordance with the Board recommendations in the table below.
Proposal Description Board
Voting
Recommendation Vote
Required to
Pass⁽¹⁾ Effect of
Abstentions on
Votes Cast⁽²⁾ Effect of
Broker
Non-votes⁽³⁾
1 Election of Nine Directors
FOR
all director nominees
Majority of the votes cast None None
2 Advisory Vote on Compensation of our Named Executive Officers (Say-On-Pay) FOR Majority of shares present Counts as a vote against the proposal None
3 Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024 FOR Majority of shares present Counts as a vote against the proposal Broker may vote in its discretion
4 Amendment of the Company’s Certificate of Incorporation to provide for the exculpation of certain officers from liability in limited circumstances FOR Majority of shares present Counts as a vote against the proposal None
(1) For Proposal 1, majority of votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against”the director nominee. For Proposals 2-4, “shares present” includes abstentions.
(2) Abstentions are considered present and entitled to vote.
(3) Brokers only have authority to vote in their discretion for routine matters. All of the proposals, except for Proposal 3, are considered non-routinematters. If you are a beneficial owner holding shares through a broker and you do not specify a choice to your broker for a non-routine proposal, thebroker is not entitled to vote in its discretion and this is considered a broker non-vote.
Will there be any other matters of business addressed at the Annual Meeting?
As of the date of this Proxy Statement, we are not aware of any other matter that will be properly brought before the Annual Meeting. If other matters are properly introduced, the persons named in the proxy as the proxy holders will vote on such matters in their discretion using their best judgment.
Who bears the expenses of solicitation?
We will bear the cost of solicitation of proxies by the Board in connection with the Annual Meeting. We will reimburse brokers, fiduciaries, and custodians for reasonable expenses incurred by them in forwarding Proxy Materials to beneficial owners of Common Stock held in their names. Proxies may be solicited by mail, in person, by telephone, facsimile, or other means of communication by our officers and other employees. These people will receive no additional compensation for these services but will be reimbursed for any expenses incurred by them in connection with these services. In addition, Ingevity’s officers, directors, and employees may solicit proxies but will receive no additional or special compensation for such work.
What is Ingevity’s principal executive office address?
The address of Ingevity’s principal executive office is: 4920 O’Hear Avenue, Suite 400, North Charleston, South Carolina 29405.
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What is “householding” and how does it affect me?
“Householding” refers to a procedure allowed by the SEC to reduce the number of copies of the Notice or Proxy Materials mailed to holders of our Common Stock residing at the same address. Under this procedure, we will deliver one Notice or one set of printed Proxy Materials to beneficial holders of our Common Stock residing at the same address, unless their broker, bank, or other nominee has received contrary instructions from any beneficial holder at that address. Likewise, we will deliver one Notice or one set of printed Proxy Materials to record holders of our Common Stock residing at the same address, unless we receive instructions from such stockholders to the contrary. If you reside at the same address as other stockholders of record and would like to receive a separate Notice or set of Proxy Materials, please contact us at 1-844-643-8489 (1-84-INGEVITY) or at Ingevity Corporation, 4920 O’Hear Avenue, Suite 400, North Charleston, South Carolina 29405, Attn: Corporate Secretary, and we will promptly deliver a separate set to you. If you and other stockholders of record residing at the same address received multiple Notices or sets of the Proxy Materials and would like to receive a single Notice or set in the future, please contact us as described above. Beneficial holders with questions about combined mailings should contact the bank or broker holding their shares.
What if a director is not elected?
Any director who is not elected at the Annual Meeting shall offer to tender his or her resignation to the Chair of the Board and the Nominating & Governance Committee. The Nominating & Governance Committee will promptly consider the resignation offer and make a recommendation to the Board as to whether to accept or reject the tendered resignation and whether other action should be taken. The Board will act on the tendered resignation within 90 days following the stockholders’ meeting at which the election occurred. The Nominating & Governance Committee, in making its recommendation, and the Board, in making its decision, may consider all the information, factors, and alternatives it considers appropriate. Any director who offers his or her resignation pursuant to this provision may not participate in the Nominating & Governance Committee deliberations and recommendation or in the Board’s deliberations and decision whether to accept or reject the resignation offer.
When will the voting results from the Annual Meeting be disclosed?
The Company will file a Current Report on Form 8-K with the SEC and post the filing to the Company’s website within four business days following the Annual Meeting.
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Questions and Answers Regarding Stockholder Communications, Stockholder Proposals, and Company Documents
How can I obtain copies of Ingevity’s Annual ~~Report and~~Report? ~~Form 10-K?~~

We will provide without charge, at the written request of any stockholder of record as of ~~February 27, 2018,~~the Record Date, a copy of our Annual Report, ~~on Form 10-K,~~ including the financial statements, ~~and financial statement schedule,~~ as filed with the SEC, excluding exhibits. We will provide copies of the exhibits to eligible stockholders making such a request.
Requests for copies of our Annual Report ~~on Form 10-K~~ should be mailed to: Ingevity Corporation, ~~5255 Virginia Ave, N.~~4920 O’Hear Avenue, Suite 400, North Charleston, ~~SC 29406,~~South Carolina 29405, Attn: ~~Katherine P. Burgeson,~~Corporate Secretary. You may also access a copy of our ~~annual report~~Annual Report via the Internet by visiting ~~our website located at http://ir.ingevity.com under the Financial Information tab.~~www.proxyvote.com.
How do I submit a proposal for inclusion next year’s proxy statement? ~~statement?~~

Under SEC rules, a proposal that a stockholder wishes to include in our proxy statement for the ~~2019 Annual Meeting~~2025 annual meeting of stockholders must be received by our Corporate Secretary no later than the close of business on November ~~12, 2018.~~10, 2024. Proposals ~~should~~must be ~~sent~~in writing and delivered to: Ingevity Corporation, ~~5255 Virginia Ave, N.~~
4920 O’Hear Avenue, Suite 400, North Charleston, ~~SC 29406,~~South Carolina 29405, Attn: ~~Katherine P. Burgeson,~~Corporate Secretary. ~~Stockholders~~In addition, proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act. Accordingly, stockholders wishing to submit a proposal should refer to Rule 14a-8 of the Exchange Act, which sets standards for eligibility and specifies the types of proposals that are not appropriate for inclusion in our proxy statement.
How do I nominate a director for election at next year’s annual meeting of stockholders?

Under our ~~bylaws,~~Bylaws, any stockholder ~~entitled to vote in the~~of record may nominate persons for election ofas directors at an annual meeting of our stockholders ~~may nominate persons for election as directors~~ by providing written notice of their intent to do so to our Corporate Secretary no ~~less~~later than ~~90 days and not more~~the close of business on the 90th day, nor earlier than ~~120 days~~the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual
meeting. If the annual meeting is held on a date that is more than 30 days before, or more than 60 days after, such anniversary, then such notice must instead be provided no earlier than the close of business on the 120th day prior to the meeting and no later than the close of business on the later of: (i) the 90th day prior to the meeting; or (ii) the seventh day following the day on which public announcement of the date of the meeting is first made by the Company. We anticipate holding our 2025 annual meeting of stockholders on or about the one-year anniversary of this year’s meeting. This means that written notice of any nominations intended to be made at ~~the 2019 Annual Meeting~~our 2025 annual meeting of stockholders must be delivered ~~between~~to our Corporate Secretary no earlier than the close of business on December ~~27, 2018~~24, 2024 and no later than the close of business on January ~~26, 2019.~~23, 2025. Any such notice must contain the information and conform to the requirements specified in our ~~bylaws.~~Bylaws. In addition, the Company will only consider nominations from a stockholder who is a stockholder of record: (i) at the time of giving such notice; (ii) on the record date for the determination of stockholders entitled to vote at the annual meeting; and (iii) at the time of the annual meeting.
In addition to the requirements in the preceding paragraph, stockholders who intend to solicit proxies in support of director nominees other than Ingevity’s nominees through the use of a “universal proxy card” must provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act no later than February 22, 2025, which is 60 days prior to April 23, 2025, the one-year anniversary of the Annual Meeting.
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How do I bring other business before next year’s annual meeting of stockholders?

Under our ~~bylaws,~~Bylaws, any stockholder of record ~~wishing~~who wishes to present a matter for consideration (other than the nomination of a director or matters that have been submitted for inclusion in our proxy statement for such annual meeting) ~~in person~~ at ~~the 2019 Annual Meeting~~an annual meeting of our stockholders must provide written notice of their intent to do so to our Corporate Secretary no ~~less~~later than ~~90 days and not more~~the close of business on the 90th day, nor earlier than ~~120 days~~
the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual meeting. If the annual meeting is held on a date that is more than 30 days before, or more than 60 days after, such anniversary, then such notice must instead be provided no earlier than the close of business on the 120th day prior to the meeting and no later than the close of business on the later of: (i) the 90th day prior to the meeting; or (ii) the seventh day following the day on which public announcement of the date of the meeting is first made by the Company. We anticipate holding our 2025 annual meeting of stockholders on or about the one-year anniversary of this year’s meeting. This means that any notice regarding matters to be presented at ~~the 2019 Annual Meeting~~our 2025 annual meeting of stockholders must be delivered ~~between~~to our Corporate Secretary no earlier than the close of business on December ~~27, 2018~~24, 2024 and no later than the close of business on January ~~26, 2019. The~~23, 2025. Any such notice must contain the information and conform to the requirements specified in our ~~bylaws.~~Bylaws.
In addition, the Company will only consider proposals from a stockholder who is a stockholder of record: (i) at the time of giving such notice; (ii) on the record date for the determination of stockholders entitled to vote at the annual meeting; and (iii) at the time of the annual meeting.
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Forward-Looking Statements
~~40 - INGEVITY - 2018~~
This Proxy Statement
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,” “guidance,” “believes,” “anticipates” or similar expressions. Forward-looking statements may include, without limitation, anticipated timing, charges and costs of the closure of our DeRidder, Louisiana plant; the potential benefits of any acquisition or investment transaction, expected financial positions, guidance, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost-reduction initiatives, plans and objectives; litigation related strategies and outcomes; and markets for securities. 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, charges, costs or actions, including adverse legal or regulatory actions, resulting from, or in connection with, the closure of our DeRidder, Louisiana plant; losses due to resale of CTO at less than we paid for it; adverse effects from general global economic, geopolitical and financial conditions beyond our control, including inflation and the Russia-Ukraine war and Israel-Gaza war; risks related to our international sales and operations; adverse conditions in the automotive market; competition from substitute products, new technologies and new or emerging competitors; worldwide air quality standards; a decrease in government infrastructure spending; adverse conditions in cyclical end markets; the limited supply of or lack of access to sufficient raw materials, or any material increase in the cost to acquire such raw materials; issues with or integration of future acquisitions and other investments; the provision of services by third parties at several facilities, including the impact of WestRock’s shutdown of its North Charleston paper mill; supply chain disruptions; natural disasters and extreme weather events; or other unanticipated problems such as labor difficulties (including work stoppages), equipment failure or unscheduled maintenance and repair; attracting and retaining key personnel; dependence on certain large customers; legal actions associated with our intellectual property rights; protection of our intellectual property and other proprietary information; information technology security breaches and other disruptions; complications with designing or implementing our new enterprise resource planning system; government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies, tariffs and the chemicals industry; and losses due to lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes, and the other factors detailed from time to time in the reports we file with the Securities and Exchange Commission (the “SEC”), including those described 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 Proxy Statement. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this Proxy Statement.
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Appendix A: Non-GAAP Financial Measures and Reconciliation Tables
~~TABLE OF CONTENTS~~
Non-GAAP financial measures used in this proxy statement
~~APPENDIX-A NON-GAAP FINANCIAL MEASURES~~
~~In the CD&A,~~ Ingevity has presented certain financial measures in this Proxy Statement, defined below, which have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) These financial measures are not meant
to be considered in isolation or as a substitute for the most directly comparable financial measure calculated in accordance with GAAP.
~~Adjusted EBITDA~~

~~“Adjusted EBITDA” is defined as net income plus provisions for income taxes, interest expense, depreciation and amortization, separation costs and restructuring and other (income) charges.~~
~~In section entitled “2017 Performance~~
Metrics used in “2023 Business Highlights” and ~~in the description of D. Michael Wilson’s~~“NEO Performance and ~~John C. Fortson’s individual performance achievements in the CD&A we discuss Adjusted EBITDA. For more information regarding the non-~~Compensation Decisions”
GAAP financial measure Adjusted EBITDA for both fiscal years 2017 and 2016, including a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Use of Non-GAAP Financial Measures” on page 45 of the 2017 Form 10-K.
~~Segment EBITDA~~

~~“Segment EBITDA” is defined as segment profit plus depreciation and amortization.~~
In the description of Michael P. Smith’s and S. Edward Woodcock’s individual performance achievements in the CD&A we discuss Segment EBITDA. For more information regarding the non-GAAP financial measure Segment EBITDA
for both fiscal years 2017 and 2016, including a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Use of Non-GAAP Financial Measures” on page 45 of the 2017 Form 10-K.
~~STIP-Adjusted EBITDA~~

~~“STIP-Adjusted EBITDA” is defined as Adjusted EBIDTA, plus or minus the impact of Separation-related Reimbursement Awards and certain non-cash gains or charges.~~
In the section entitled “2017 Short-Term Incentive Plan (“STIP”)” in the CD&A we discuss STIP-Adjusted EBITDA for fiscal year 2017. STIP-Adjusted EBITDA was selected as a performance measure under the Short Term Incentive Plan for 2017 because Adjusted EBITDA is the primary performance measurement of the Company’s earnings guidance and drives behavior consistent with the stockholders’ interests.
Additionally, for compensation award purposes, eliminating the fair market gain or loss from the Separation-related Reimbursement Awards and other certain non-cash gains or losses was appropriate because the impacts of both were primarily driven by external market conditions and not by decisions management could directly influence.
~~The table below reconciles STIP-Adjusted EBITDA for 2017 to net income for 2017, the most comparable financial measure calculated in accordance with GAAP set forth in the Company’s 2017 Form 10-K.~~
Adjusted EBITDA andAdjusted EBITDA Margin Definitions. “Adjusted EBITDA” is defined as net income (loss) plus interest expense, net, provision (benefit) for incometaxes, depreciation, amortization, restructuring and other (income) charges, net, including inventory lower of cost or market charges associated with restructuring actions, acquisition and other-related (income) costs, litigation verdict charges, gain on sale of strategic investment, loss on CTO resales, and pension and postretirement settlement and curtailment (income) charges, net. “Adjusted EBITDA Margin” is defined as Adjusted EBITDA divided by Net sales.
Reason Used. We believe these non-GAAP financial measures provide management as well as investors, potentialinvestors, securities analysts and others with useful information to evaluate the performance of the business, because such measures, when viewed together with our financial results computed in accordance with GAAP, provide a more complete understanding of the factors and trends affecting our historical financial performance and projected future results. We believe Adjusted EBITDA and Adjusted EBITDA Margin are useful measures because they exclude the effects of financing and investment activities as well as non-operating activities.
Reconciliation. The table below reconciles Adjusted EBITDA to net income (loss), the most comparable financialmeasure calculated in accordance with GAAP.
Free Cash Flow

~~“Free~~
Definition. “Free Cash Flow” is defined as net cash provided by operating ~~cash flow~~activities less capital expenditures.
~~In the section entitled “2017 Performance Highlights” in the CD&A we discuss Free Cash Flow for fiscal year 2017.~~
Reason Used. Management believes that free cash flow is an important liquidity measure for the Company and that it is useful to
investors and management as a measure of the ability of our business to generate cash.
Reconciliation. The ~~second~~ table below reconciles ~~the Company’s~~ Free Cash Flow ~~for 2017~~ to net cash provided by operating activities, the most comparable financial measure calculated in accordance with GAAP.
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Metrics used in “Short-Term Incentive Plan and 2023 Awards”
Company STIP-Adjusted EBITDA Definition. “Company STIP-Adjusted EBITDA” is defined as Adjusted EBITDA (as defined above), plus or minus the impact of certain non-cash gains or charges as determined in the T&C Committee’s sole discretion. Excluded items may include the cumulative effect of accounting changes, the effect of new accounting pronouncements, last-in, first-out (LIFO) adjustment (income) expense, (gain) loss on currency translation and hyperinflation (gain) loss per share, and certain other adjustments reflecting substantial or out of the ordinary matters.
Reason Used. Company STIP-Adjusted EBITDA was selected as a performance measure under the 2023 STIP because Adjusted EBITDA is the primary performance measurement of the Company’s earnings guidance and drives behavior consistent with the stockholders’ interests. Additionally, for ~~2017,~~compensation award purposes, eliminating the other certain non-cash gains or losses was appropriate because the impacts of both were primarily driven by external market conditions and not by decisions management could directly influence.
Reconciliation. The table below reconciles Company STIP-Adjusted EBITDA to net income (loss), the most comparable financial measure calculated in accordance with GAAP.
Business Unit STIP-Adjusted EBITDA (“BU STIP-Adjusted EBITDA”) Definition. “BU STIP-Adjusted EBITDA” is defined as Segment EBITDA, as defined under ASC 280, plus or minus the impact of certain non-cash gains or charges as determined in the T&C Committee’s sole discretion. Excluded items may include the cumulative effect of accounting changes, the effect of new accounting pronouncements, last-in, first-out (LIFO) adjustment (income) expense, (gain) loss on currency translation and hyperinflation (gain) loss per share, and certain other adjustments reflecting substantial or out of the ordinary matters.
Reason Used. BU STIP-Adjusted EBITDA was selected as a performance measure under the 2023 STIP because Segment EBITDA is the primary performance measurement of the Company’s segment earnings and drives behavior consistent with the stockholders’ interests. Additionally, for segment compensation award purposes, eliminating the fair market gain or loss from other certain non-cash gains or losses was appropriate because the impacts of both were primarily driven by external market conditions and not by decisions management could directly influence.
Reconciliation. The table below reconciles Performance Chemicals’ BU STIP-Adjusted EBITDA and Performance Materials’ BU STIP-Adjusted EBITDA to Segment EBITDA, respectively, the most comparable financial measure calculated in accordance with GAAP ~~set forth~~under ASC 280.
Company STIP-Adjusted Revenue Definition. Company STIP-Adjusted Revenue is defined as revenue in accordance with GAAP, plus or minus the impact of certain non-recurring items including, without limitation, currency impacts, discontinued or sold operations, acquisition impacts, and new accounting pronouncements.
Reason Used. Company STIP-Adjusted Revenue was selected as a performance measure under the 2023 STIP to drive behaviors consistent with our Ingevity 2.0 Strategy, which is to drive sustainable revenue growth to achieve enduring enterprise success and create long-term stockholder value.
Reconciliation. The table below reconciles Company STIP-Adjusted Revenue to the Company’s ~~2017 10-K.~~revenue, the most comparable financial measure calculated in accordance with GAAP.
Business Unit STIP-Adjusted Revenue (“BU STIP-Adjusted Revenue”) Definition. “BU STIP-Adjusted Revenue” is defined as segment revenue in accordance with GAAP, plus or minus the impact of certain non-recurring items including, without limitation, currency impacts, discontinued or sold operations, acquisition impacts, and new accounting pronouncements.
Reason Used. BU STIP-Adjusted Revenue was selected as a performance measure under the 2023 STIP to drive behaviors within each segment consistent with our Ingevity 2.0 Strategy, which is to drive sustainable revenue growth to achieve enduring enterprise success and create long-term stockholder value.
Reconciliation. The table below reconciles Performance Chemicals’ BU STIP-Adjusted Revenue and Performance Materials’ BU STIP-Adjusted Revenue to each segment’s revenue, respectively, the most comparable financial measure calculated in accordance with GAAP.
INGEVITY  ~~- 2018~~|  2024 Proxy Statement    ~~- A-1~~
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Metrics used in “Long-Term Incentive Plan and 2023 Awards” and “Payout of 2021 PSU Award”
Cumulative Earnings(Loss) per Share (“Cumulative EPS”) Definition. “Cumulative EPS” is defined as continuing operations diluted EPS attributable to Ingevity stockholders plusrestructuring and other (income) charges, net, including inventory lower of cost or market charges associated with restructuring actions, per share, acquisition and other-related (income) costs per share, pension and postretirement settlement and curtailment (income) charges, net per share, loss on CTO resales per share, gain on sale of strategic investment per share, debt refinancing fees per share, litigation verdict charges per share, tax expense (benefit) recorded as a result of legislative tax rate changes and certain discrete tax items such as excess tax benefits on share-based compensation vesting per share, and certain non-cash (income) charges per share (which includes: cumulative effect of accounting changes per share, the effect of new accounting pronouncements per share, last-in, first-out (LIFO) adjustment (income) expense per share, (gain) loss on currency translation and hyperinflation (gain) loss per share, and the income tax expense (benefit) per share on these items.
Reason Used. Cumulative EPS was selected as a performance measure because Cumulative EPS is a primaryperformance measurement of the Company’s profitability over the performance period.
Reconciliation. The table below reconciles Cumulative EPS to diluted earnings per share, the most directly comparablefinancial measure calculated in accordance with GAAP.
Average Return onInvested Capital (“Average ROIC”) Definitions. “Average ROIC” is defined as the average of the Return on Invested Capital (“ROIC”) for each of the three yearswithin the performance period of the PSU award. ROIC is defined as net operating profit after tax (NOPAT) divided by the average Invested Capital for the period using an average ROIC from each of the three plan years. NOPAT is defined as net income (loss) from continuing operations plus interest expense (income), net, restructuring and other (income) charges, including inventory lower of cost or market charges associated with restructuring actions, acquisition and other-related (income) costs, loss on CTO resales, gain on sale of strategic investment, debt refinancing fees, litigation verdict charges, pension settlement and curtailment (gain) loss, and the income tax expense (benefit) on these items, including the tax expense (benefit) recorded as a result of legislative tax rate changes, and certain discrete tax items such as excess tax benefits on share-based compensation vestings. Invested Capital is defined as total debt including financing lease obligations (including the amounts recorded as the result of adoption of new accounting standards), less the financing lease restricted investment plus total Ingevity stockholders’ equity. Average Invested Capital for each year will be defined as a two (2) point average: (beginning calendar year Invested Capital plus end of calendar year Invested Capital) divided by two.
Reason Used. Average ROIC has been selected as a performance measure commencing with the 2021 PSUs because italigns with shareholder interests and promotes capital discipline. The T&C Committee believes that the use of an average calculation drives management accountability consistently throughout the performance period.
Reconciliation. The table below calculates the Average ROIC for the 2021 PSUs and reconciles NOPAT (Average ROICnumerator) to net income attributable to Ingevity’s stockholders, the most comparable measure calculated in accordance with GAAP, and calculates Average Invested Capital (Average ROIC denominator) using the balance sheet.
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AFA EBITDA andAFA EBITDA Margin Definitions. “AFA EBITDA” is defined as net income (loss) plus interest expense, net, provision (benefit) for income taxes,depreciation, amortization, restructuring and other (income) charges, net, including inventory lower of cost or market charges associated with restructuring actions, acquisition and other-related (income) costs, litigation verdict charges, gain on sale of strategic investment, loss on CTO resales, and pension and postretirement settlement and curtailment (income) charges, net for alternative fatty acid (“AFA”) products sold from the Company’s plants in North Charleston, South Carolina and Crossett, Arkansas (together, the “Performance Plants”). “AFA EBITDA Margin” is defined as AFA EBITDA divided by net sales of AFA products from the Performance Plants.
Reason Used. AFA EBITDA Margin was selected as a performance measure for the PC Transformation Award PSUsbecause it is a good indicator of whether the Company’s efforts to accelerate the transition of our PC segment to a broader based oleochemical product line is being accomplished on a profitable basis. We believe these non-GAAP financial measures provide management as well as investors, potential investors, securities analysts and others with useful information to evaluate the performance of the strategic transformation of our PC segment to diversify our feedstocks from CTO-based products to oleochemical products, because such measures, when viewed together with our financial results computed in accordance with GAAP, provide a more complete understanding of the factors and trends affecting our historical financial performance and projected future results. We believe AFA EBITDA and AFA EBITDA Margin are useful measures because they exclude the effects of financing and investment activities as well as non-operating activities.
Reconciliation. When performance under the PC Transformation Award PSUs is certified, the Company will provide a tablethat reconciles AFA EBITDA to net income (loss), the most comparable financial measure calculated in accordance with GAAP.
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Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP) to Company STIP-Adjusted EBITDA (Non-GAAP)
In millions, unaudited Year
Ending
2023 Year
Ending
2022 Year
Ending
2021
Net income (loss) (GAAP) (5.4) $ 211.6 $ 118.1
Interest expense 93.3 61.8 51.7
Interest income (6.3) (7.5) (4.0)
Provision (benefit) for income taxes (4.7) 58.0 44.7
Depreciation and amortization 122.8 108.8 109.9
Restructuring and other (income) charges, net 189.9 13.8 16.2
Acquisition and other-related (income) costs 4.5 5.9 0.6
Gain on sale of strategic investment (19.3) — —
Loss on CTO resales 22.0 — —
Litigation verdict charge — — 85.0
Pension and postretirement settlement and curtailment charges (income), net — 0.2 —
Adjusted EBITDA (Non-GAAP)⁽¹⁾ $ 396.8 $ 452.6 422.2
Certain non-cash charges⁽²⁾ 1.5 (1.7) 1.8
Company STIP-Adjusted EBITDA (Non-GAAP) $ 398.3 $ 450.9 $ 424.0
Net Sales $ 1,692.1 $ 1,668.3 1,391.5
Adjusted EBITDA Margin (Non-GAAP) 23.5% 27.1% 30.3%
(1) For more information on the adjustments from Net income (loss) to Adjusted EBITDA, ~~(Non-GAAP)~~refer to ~~STIP Adjusted EBITDA~~the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2024, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(2) Represents certain non-cash costs primarily including non-cash income resulting from inventory adjustments recorded during the period in accordance with last-in, first-out (“LIFO”) inventory accounting, certain acquisitions and strategic investments, and non-cash translation impacts associated with currency exchange rate fluctuations.
Reconciliation of Net Cash Provided by Operating Activities (GAAP) to Free Cash Flow (Non-GAAP)
In millions, unaudited Year
Ending
2023 Year
Ending
2022
Net Cash Provided by Operating Activities (GAAP) $ 205.1 $ 313.4
Capital expenditures (109.8) (142.5)
Free Cash Flow (Non-GAAP) $ 95.3 $ 170.9
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In millions, unaudited
Year Ending
2017
Year Ending
2016
Net income (loss) (GAAP)
$
145.2

$
44.4

Provision for income taxes

29.6

42.6

Interest expense

18.1

19.3

Interest income

(2.3
)

(1.4
)
Separation costs

0.9

17.5

Depreciation and amortization

40.4

38.8

Restructuring and other (income) charges

3.7

41.2

Acquisition Costs

7.1

—

Adjusted EBITDA (Non-GAAP)
$
242.7

$
202.4

Separation-related Reimbursement Awards⁽¹⁾

0.3

1.6

Certain non-cash charges⁽²⁾

(3.3
)

(0.7
)
STIP Adjusted EBITDA (Non-GAAP)
$
239.7

$
203.3

~~(1)~~ ~~For more information regarding the amount please see “Note 6: Fair Value Measurements” to the “Notes to the Consolidated and~~ ~~Combined Financial Statements” included within the “Item 8. Financial Statements” in our 2017 Form 10-K.~~
~~(2)~~
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Reconciliation of Segment EBITDA (GAAP) to BU STIP-Adjusted EBITDA (Non-GAAP)
Year Ending 2023
In millions, unaudited Performance
Chemicals Performance
Materials Advanced
Polymer
Technologies
Segment EBITDA (GAAP) $ 65.7 $ 286.6 $ 44.5
Certain non-cash charges⁽¹⁾ (0.8) 2.2 0.1
BU STIP-Adjusted EBITDA (Non-GAAP) $ 64.9 $ 288.8 $ 44.6
(1) Represents certain non-cash costs primarily including non-cash income resulting from inventory adjustments recorded during the period in accordance with last-in, first-out (“LIFO”) inventory accounting, and ~~non-cash~~ translation impacts associated with foreign currency exchange rate fluctuations.
Reconciliation of Revenue (GAAP) to Company STIP-Adjusted Revenue (Non-GAAP)
In millions, unaudited Year Ending 2023
Revenue $ 1,692.1
Certain non-recurring items⁽¹⁾ (3.9)
Company STIP-Adjusted Revenue (Non-GAAP) $ 1,688.2
(1) Represents certain non-cash income (cost) translation impacts associated with foreign currency exchange rate fluctuations.
Reconciliation of Segment Revenue (GAAP) to BU STIP-Adjusted Revenue (Non-GAAP)
Year Ending 2023
In millions, unaudited Performance
Chemicals Performance
Materials Advanced
Polymer
Technologies
Segment Revenue (GAAP) $ 902.1 $ 586.0 204.0
Certain non-recurring items⁽¹⁾ (1.2) — (2.7)
BU STIP-Adjusted Revenue (Non-GAAP) $ 900.9 $ 586.0 201.3
(1) Represents certain non-cash income (cost) translation impacts associated with currency exchange rate fluctuations.
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~~Segment EBITDA~~
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Reconciliation of Diluted EPS (GAAP) to Cumulative EPS (Non-GAAP)
Shares In millions, unaudited Year
Ending
2023 Year
Ending
2022 Year
Ending
2021
Diluted earnings (loss) per common share (GAAP) $ (0.15) $ 5.50 2.95
Restructuring and other (income) charges, net 5.17 0.36 0.40
Acquisition and other-related (income) costs 0.12 0.14 0.01
Litigation verdict charge — — 2.12
Debt refinancing fees — 0.13 —
Pension and postretirement settlement and curtailment charges (income) — 0.01 —
Gain on sale of strategic investment (0.52) — —
Loss on CTO resales 0.60 — —
Tax effect on items above (1.26) (0.15) (0.59)
Tax benefit from legislative tax rate changes, including certain discrete tax items⁽¹⁾ (0.02) 0.02 0.34
Diluted adjusted earnings (loss) per share (Non-GAAP) $ 3.94 $ 6.01 $ 5.23
Adjustments:
Certain non-cash (income) charges⁽²⁾ 0.04 (0.17) 0.04
Tax effect on items above (0.01) 0.04 (0.01)
Diluted adjusted earnings (loss) per share, net of adjustments $ 3.97 $ 5.88 $ 5.26
Cumulative EPS (Non-GAAP)⁽³⁾ $ 15.11
In millions, unaudited
Year Ending
2017
Year Ending
2016
Performance Materials

Segment operating profit (GAAP)
$
122

$
106.9

Depreciation and amortization

19.8

16.4

Segment EBITDA (Non-GAAP)
$
141.8

$
123.3

Net Sales
$
349.3

$
301.0

Segment operating margin

34.9
%

35.5
%
Segment EBITDA margin

40.6
%

41.0
%

Year Ending
2017
Year Ending
2016
Performance Chemicals

Segment operating profit (GAAP)
$
80.3

$
56.7

Depreciation and amortization

20.6

22.4

Segment EBITDA (Non-GAAP)
$
100.9

$
79.1

Net Sales
$
623.1

$
607.3

Segment operating margin

12.9
%

9.3
%
Segment EBITDA margin

16.2
%

13.0
%
(1) Represents certain discrete tax items such as excess tax benefits on stock compensation and impacts of changes associated with U.S. Tax Reform. Management believes excluding these discrete tax items assists investors, potential investors, securities analysts, and others in understanding the tax provision and the effective tax rate related to continuing operating results thereby providing useful supplemental information about operational performance.
(2) Represents certain non-cash costs primarily including non-cash income resulting from inventory adjustments recorded during the period in accordance with last-in, first-out (“LIFO”) inventory accounting, and non-cash translation impacts associated with foreign currency exchange rate fluctuations.
(3) Sum of 2021, 2022, and 2023.
~~A-2 -~~
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Reconciliation of Net Income (Loss) (GAAP) to NOPAT (Non-GAAP)
In millions, unaudited Year Ending
2023 Year
Ending
2022 Year
Ending
2021
Net income (loss) (GAAP) $ (5.4) $ 211.6 $ 118.1
Restructuring and other (income) charges, net 189.9 13.8 16.2
Acquisition and other-related (income) costs 4.5 5.9 0.6
Debt refinancing fees — 5.1 —
Pension and postretirement settlement and curtailment charges (income) — 0.2 —
Litigation verdict charge — — 85.0
Gain on sale of strategic investment (19.3) — —
Loss on CTO resales 22.0 — —
Tax effect on items above (46.4) (5.9) (23.8)
Tax benefit from legislative tax rate changes, including certain discrete tax items⁽¹⁾ (0.6) 0.7 13.4
Adjusted earnings (loss) (Non-GAAP) $ 144.7 $ 231.4 $ 209.5
Adjustments:
Interest expense, net $ 87.0 $ 49.2 $ 47.7
Certain miscellaneous (income)/charges⁽²⁾ 1.5 (6.6) 1.8
Tax effect on items above (20.8) (10.0) (0.4)
NOPAT (Non-GAAP) (Average ROIC numerator) $ 212.4 $ 264.0 $ 258.6
~~Reconciliation~~
(1) Represents certain discrete tax items such as excess tax benefits on stock compensation and impacts of ~~Operating Cash Flow (GAAP)~~changes associated with U.S. Tax Reform. Management believes excluding these discrete tax items assists investors, potential investors, securities analysts, and others in understanding the tax provision and the effective tax rate related to ~~Free Cash~~ ~~Flow (Non-GAAP)~~continuing operating results thereby providing useful supplemental information about operational performance.
(2) Represents the sum of the following two adjustments: non-cash income resulting from inventory adjustments recorded during the period in accordance with last-in, first-out (“LIFO”) inventory accounting, and non-cash translation impacts associated with currency exchange rate fluctuation.
Calculation of Average Invested Capital (Non-GAAP)
December 31,
In millions, unaudited 2023 2022 2021 2020
Total Ingevity Stockholders’ Equity $ 631.4 $ 698.3 $ 673.8 $ 642.1
Total Debt including capital lease obligation 1,472.5 1,479.9 1,280.5 1,306.5
Less: Restricted Investment, gross of allowance for expected credit losses (79.3) (78.6) (76.6) (74.5)
Less: Restricted Cash (0.6) (0.6) (0.6) (0.7)
Invested Capital (Non-GAAP) $ 2,024.0 $ 2,099.0 $ 1,877.1 $ 1,873.4
Average Invested Capital (Non-GAAP) (Average ROIC denominator) $    2,061.5 $    1,988.1 $    1,875.3
In millions, unaudited
Year Ending
2017
Cash Flows from Operating Activities (GAAP)
$
174.3

Capital expenditures

(52.6
)
Free Cash Flow (Non-GAAP)
$
121.7

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Calculation of Average ROIC (Non-GAAP)
In millions, unaudited 2023 2022 2021
NOPAT (Non-GAAP) (Average ROIC numerator) $ 212.4 $ 264.0 $ 258.6
Average Invested Capital (Non-GAAP) (Average ROIC denominator) 2,061.5 1,988.1 1,875.3
Period-End ROIC (Non-GAAP) 10.3% 13.3% 13.8%
Average ROIC (Non-GAAP) 12.5%
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Appendix B: Third Amended and Restated Certificate of Incorporation
THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF INGEVITY CORPORATION
The present name of the corporation is Ingevity Corporation. The corporation was incorporated under the name MWV CATALYST SPINCO, INC. on March 27, 2015 by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware. This Third Amended and Restated Certificate of Incorporation of the corporation, which both amends and restates the provisions of the corporation’s Second Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware. The Second Amended and Restated Certificate of Incorporation of the corporation is hereby amended and restated to read in its entirety as follows:
ARTICLE I
The name of the corporation (which is hereinafter referred to as the “Corporation”) is: Ingevity Corporation
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 1521 Concord Pike, Suite 201, Wilmington, New Castle County, Delaware, 19803. The name of the Corporation’s registered agent at such address is United Agent Group Inc.
ARTICLE III
The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.
ARTICLE IV
The total number of shares of stock which the Corporation shall have authority to issue is 350,000,000 shares, consisting of 50,000,000 shares of preferred stock, par value $.01 per share (hereinafter referred to as “Preferred Stock”), and 300,000,000 shares of common stock, par value $.01 per share (hereinafter referred to as “Common Stock”).
Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and special rights of the shares of each such series and the qualifications, limitations and restrictions thereof, and increase and decrease the number of shares of any such series (but not below the number of shares thereof then outstanding).
The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Except as may be provided in the Certificate of Incorporation or in a Preferred Stock Designation, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote.
ARTICLE V
In furtherance of, and not in limitation of, the powers conferred by law, the Board of Directors is expressly authorized and empowered to adopt, amend or repeal the By-Laws of the Corporation; provided, however, that the By-Laws adopted by the Board of Directors under the powers hereby conferred may be amended or repealed by the Board of Directors or by the stockholders having voting power with respect thereto.
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ARTICLE VI
Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing in lieu of a meeting of such stockholders.
ARTICLE VII
Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors constituting the total number of directors which the Corporation would have if there were no vacancies (the “Whole Board”) shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board.
Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, directors shall be elected for a term of office to expire at the next annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified.
Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.
Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, and unless the Board of Directors otherwise determines, any vacancy resulting from death, resignation, retirement, disqualification, removal from office or other cause, and any newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, and any director so chosen shall hold office for the remainder of the term that was being served by the director whose absence creates the vacancy, or, in the case of a vacancy created by an increase in the number of directors, a term expiring at the next annual meeting of stockholders, and in each case until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the total number of directors which the Corporation would have if there were no vacancies shall shorten the term of any incumbent director.
Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-Laws.
Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, any director, or the entire Board of Directors, may be removed from office at any time by the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
ARTICLE VIII
No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment or repeal of this Article VIII shall not adversely affect any right or protection of any director or officer of the Corporation in respect of any act or omission occurring prior to such amendment or repeal.
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ARTICLE IX
Except as may be expressly provided in this Certificate of Incorporation, the Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation or a Preferred Stock Designation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article IX; provided, however, that any amendment or repeal of Article VIII of this Certificate of Incorporation shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal; provided, further, that no Preferred Stock Designation shall be amended after the issuance of any shares of the series of Preferred Stock created thereby, except in accordance with the terms of such Preferred Stock Designation and the requirements of applicable law.
This Third Amended and Restated Certificate of Incorporation shall become effective at 11:59 p.m., Eastern Time, on [xxx, 2024] (the “Effective Time”).
IN WITNESS WHEREOF, the Corporation has caused this Third Amended and Restated Certificate of Incorporation to be signed by Stacy L. Cozad, its Executive Vice President, General Counsel and Secretary, this [xxx day of xxx, 2024].
INGEVITY CORPORATION
By: /s/ Stacy L. Cozad
Name: Stacy L. Cozad
Title: Executive Vice President, General Counsel and Secretary
INGEVITY  |  2024 Proxy Statement     103
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Name	Age	Director Since	Principal Occupation	Independent	Committee Memberships*	Other Public Company Boards
JEAN S. BLACKWELL (CHAIR)	69	2016	Retired; Former Senior Executive at Cummins Inc.		– T&C – N&G – Executive (Chair)	2
LUIS FERNANDEZ-MORENO	61	2016	Sole Member and Manager, Strat and Praxis LLC; Former Senior Executive at Ashland Inc.		– N&G (Chair) – S&S – Executive	1
JOHN C. FORTSON	56	2020	President and CEO, Ingevity Corporation
DIANE H. GULYAS	67	2019	Retired; Former President, DuPont Performance Polymers, E.I. du Pont de Nemours		– T&C (Chair) – N&G – Executive	1
BRUCE D. HOECHNER	64	2023	Retired; Former CEO, Rogers Corporation		– T&C – N&G	1
FREDERICK J. LYNCH	59	2016	Operating Partner, AEA Investors LP; Former President and CEO, Masonite International Corporation		– Audit – T&C
KAREN G. NARWOLD	64	2019	Retired; Former EVP, Chief Administrative Officer, General Counsel and Corporate Secretary, Albemarle Corporation		– Audit – S&S (Chair) – Executive
DANIEL F. SANSONE	71	2016	Retired; Former EVP, Strategy and CFO, Vulcan Materials Company		– Audit (Chair) – T&C – Executive	1
BENJAMIN G. (SHON) WRIGHT	49	2022	Vice President, Cummins & President, Cummins Engine Components		– Audit – S&S

*	Audit – Audit Committee
	T&C – Talent and Compensation Committee
	N&G – Nominating and Governance Committee
	S&S – Sustainability and Safety Committee
	Executive – Executive Committee

	Filed by the Registrant ☒
	Filed by a Party other than the Registranto

~~INGEVITY CORPORATION~~
~~(Name of Registrant as Specified In Its Charter)~~

~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~ Payment of Filing Fee (Check ~~the appropriate box)~~all boxes that apply):

	■	Elect the nine (9) director nominees named in the proxy statement;
	■	Approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers;
	■	Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024;
	■	Approve the amendment to the Company’s Certificate of Incorporation to provide for the exculpation of certain officers from liability in limited circumstances; and
	■	Consider any other business properly brought before the meeting.

Message from our CEO	1
~~PROPOSAL NO. 1 — ELECTION OF~~ ~~DIRECTORS~~	5
~~CORPORATE GOVERNANCE~~Notice of 2024 Annual Meeting of Stockholders of Ingevity Corporation	84
~~DIRECTOR COMPENSATION~~	12
~~EXECUTIVE OFFICERS~~Proxy Statement Summary	138
~~PRINCIPAL STOCKHOLDERS~~2023 Business Highlights	149
~~COMMON STOCK OWNERSHIP OF~~ ~~EXECUTIVE OFFICERS AND DIRECTORS~~Sustainability Highlights	1510
~~SECTION 16(a) BENEFICIAL OWNERSHIP~~ ~~REPORTING COMPLIANCE~~Snapshot of Director Nominees	1512
~~COMPENSATION COMMITTEE REPORT~~Board Demographics	1512
Corporate Governance Highlights	13
Executive Compensation Governance Practices	14

~~COMPENSATION DISCUSSION AND~~ Proposal 1: Election of Directors	~~ANALYSIS~~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)	1638

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 Fiscal Year End	65
Option Exercises and Stock Vested During Fiscal 2023	67
Pension Benefits Table – 2023	68
Non-Qualified Deferred Compensation at 2023 Fiscal Year End	68
Potential Payments Upon Certain Termination Events or a Change of Control	69
CEO Pay Ratio—2023	72
Pay Versus Performance	72

Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm	77

Audit Committee Matters	78
Audit and other fees	78
Pre-approval policy and procedures	78

Audit Committee Report	79

Proposal 4: Approval of Amendment to the Company’s Certificate of Incorporation to Provide for the Exculpation of Certain Officers from Liability in Limited Circumstances	80

Ownership of Equity Securities	82
Principal stock owners	82
Executive Officers and Directors	83
Delinquent Section 16(a) reports	83

27Questions and Answers About the Annual Meeting, Proxy Solicitation, and Voting Information	84
~~RELATED PARTY TRANSACTIONS~~	36
~~AUDIT COMMITTEE REPORT~~Questions and Answers Regarding Stockholder Communications, Stockholder Proposals, and Company Documents	3789
~~PROPOSAL NO. 2 — ADVISORY VOTE TO~~ ~~APPROVE EXECUTIVE COMPENSATION~~ ~~(SAY-ON-PAY)~~	38
~~PROPOSAL NO. 3 — RATIFY~~ Forward-Looking Statements~~APPOINTMENT OF INDEPENDENT~~ ~~REGISTERED PUBLIC ACCOUNTING FIRM~~	3991
~~QUESTIONS AND ANSWERS REGARDING~~ ~~STOCKHOLDER COMMUNICATIONS,~~ ~~STOCKHOLDER PROPOSALS AND~~ ~~COMPANY DOCUMENTS~~	40
~~APPENDIX A — NON-GAAP FINANCIAL~~ Appendix A: Non-GAAP Financial Measures and Reconciliation Tables~~MEASURES~~	A-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

1Appendix B: Third Amended and Restated Certificate of Incorporation	101

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 LLP as the Company’s independent registered public accounting firm for 2024	FOR	77

Proposal 4: Amendment to the Company’s Certificate of Incorporation to provide for the exculpation of certain officers from liability in limited circumstances	FOR	80

	■	Entered into a renewable product purchase agreement to produce renewable energy to offset Scope 2 emissions related to Ingevity’s United States manufacturing locations and advance the company toward greenhouse gas (“GHG”) reduction targets
	■	Capa® portfolio earned additional sustainability certifications including compostable certification from the Biodegradable Products Institute, the elite OK biodegradable WATER and SOIL certifications from TÜV Austria Bureau of Inspection and Certification and ISCC+ certification for the production of ‘mass-balance’ materials that increase the content of renewable raw materials in Capa products
	■	Completed lifecycle analysis that studied CTO from cradle to the completion of the distillation process of 21 of Ingevity’s CTO distillate products and concluded that, due to their temporary storage of biogenic carbon, the carbon negative properties of the CTO distillate products completely offset GHG emissions released with the energy and land use outputs associated with production and distillation, leaving negative carbon footprints for all 21 products at the factory gate

	■	Ingevity and our employees donated over $1.6 million and 4,200 volunteer hours through our IngeviCares philanthropy program in 2023 in support of our sustainability goal to make a positive impact in the communities where we operate
	■	Honored as a leading employee benefits provider in 2023, receiving benefits industry awards in recognition of Ingevity’s robust programs and campaigns to inform employees about financial wellness and retirement benefits
	■	Celebrated recognition as one of 60 companies in North America honored with Talent Board’s Global Candidate Experience Award for excellence in talent acquisition practices
	■	Incorporated the concept of belonging into our diversity, equity, and inclusion program, now called “DEIB,” to promote and foster day-to-day experiences that enable our employees to feel safe and bring their full, authentic selves to work
	■	Advanced our DEIB priorities by adding iVet, a new veterans employee resource group (“ERG”), and expanding programming for existing ERGs

	■	Achieved the silver rating for sustainability by EcoVadis^®, an independent organization that provides evidence-based sustainability assessments for companies within global supply chains, placing Ingevity in the top quartile of all responding companies
	■	Placed in the 91^st percentile among our industry peers in the 2023 S&P Global Corporate Sustainability Assessment ranking
	■	Earned a first-time score from the Carbon Disclosure Project (commonly known as CDP), the global disclosure system for investors, companies, cities, states and regions that helps identify ways to manage environmental risks and opportunities and provide vital information back to Ingevity’s stakeholders
	■	Continued refreshment of our Board with the election of Bruce Hoechner
	■	Completed centralization of Ingevity’s sustainability data in the Dakota Scope 5 platform to enhance environmental performance data tracking and forecasting toward GHG goals

Board Independence, Composition, and Accountability		■ 8 of 9 directors are independent, including the Chair ■ Separate Chair and CEO ■ Five fully independent Board committees ■ Regular Board and committee executive sessions ■ Diverse Board in terms of gender, race, ethnicity, experience, and skills ■ Director overboarding policy ■ Directors shall not stand for re-election in the Board service year after they reach 72 years of age (unless waived by the Board on a case-by-case basis)

Best Practices		■ Active stockholder engagement program ■ Annual Board and committee self-evaluations ■ Annual director evaluations ■ Board leadership role in CEO and executive succession planning ■ Robust risk management program that includes Board oversight of key risk areas, including cybersecurity ■ Board oversight of environmental and sustainability matters (primarily through the Sustainability and Safety Committee) ■ Annual Sustainability Report containing measurable sustainability goals ■ Comprehensive new director orientation ■ Policy prohibiting officers, directors, and employees from hedging and pledging our Common Stock ■ Policy to include candidates identifying as gender-diverse and racially/ethnically-diverse among the pool of potential new director candidates ■ Significant Board refreshment, with three new directors added since 2022⁽¹⁾ ■ Robust stock ownership guidelines applicable to executives and directors ■ Comprehensive Code of Conduct and Ethics and Compliance Program

Stockholder Rights		■ Annual election of all directors ■ Majority voting with director resignation policy (plurality in contested elections) ■ Stockholder right to call special meetings ■ No poison pill or dual-class shares ■ One share, one vote standard ■ No supermajority voting requirements

What We Do		What We Don’t Do
	Use performance metrics to align pay with Companyfinancial performance		No repricing, backdating or discounting of stockoptions
	Balance short-term and long-term incentives throughfocused use of performance metrics		No hedging, pledging or short sales of Common Stockby any director, executive officer or other employee
	Emphasize stock ownership with long-term incentivesbeing 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 incentivecompensation in the event of a restatement of financial results regardless of fault		No excessive perquisites
	Use “double trigger” change of control (with respect toreplacement awards) for severance and equity vesting provisions		No tax gross-ups on perquisites other than inconnection with relocation benefits
	Engage an independent consultant to advise the T&CCommittee
	Discourage excessive risk taking by offering a balanced compensation program that uses multiple incentivemetrics that balance focus on achievement of long-and short-term goals
	Pay dividend equivalents only on stock unit awards thatvest, if any

Standard Compensation
Cash Retainer	$	90,000
Restricted Stock Unit Award	$	118,000
TOTAL	$	208,000
Additional Cash Retainers for Leadership
Board Chair	$	100,000
Lead Independent Director*	$	25,000
Audit Committee Chair	$	20,000
T&C Committee Chair	$	15,000
Nominating & Governance Committee Chair	$	12,000
Sustainability & Safety Committee Chair	$	12,000

Name	Fees earned or paid in cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Option Awards ($)	Non-equity incentive plan compensation ($)	Change in pension value and nonqualified deferred compensation ($)	Total ($)
Richard B. Kelson		150,000		90,040	—	—	—		240,040
Jean S. Blackwell		90,000		90,040	—	—	—		180,040
Luis Fernandez-Moreno		75,000		90,040	—	—	—		165,040
J. Michael Fitzpatrick		85,000		90,040	—	—	—		175,040
Frederick J. Lynch		85,000		90,040	—	—	—		175,040
Daniel F. Sansone⁽³⁾		—		165,081	—	—	—		165,081
D. Michael Wilson		—		—	—	—	—		—

2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
	Fees Paid in	Stock	All Other	Total
	Cash⁽¹⁾	Awards⁽²⁾	Compensation⁽³⁾	Compensation
Name	($)	($)	($)	($)
Jean S. Blackwell	190,000	118,012	—	308,012
Luis Fernandez-Moreno	102,000	118,012	—	220,012
Diane H. Gulyas	105,000	118,012	—	223,012
Bruce D. Hoechner	90,000	147,597	—	237,597
Frederick J. Lynch	90,000	118,012	—	208,012
Karen G. Narwold	102,000	118,012	—	220,012
Daniel F. Sansone	110,000	118,012	—	228,012
William J. Slocum	—	208,106	—	208,106
Benjamin G. (Shon) Wright	90,000	118,012	—	208,012

	(2)	~~The amounts~~Amounts shown in this column represent the aggregate grant date fair market value of ~~stock units~~DRSUs (for all except Mr. Hoechner, Ms. Narwold, Mr. Slocum, and Mr. Wright) or DSUs (for Mr. Hoechner, Ms. Narwold, Mr. Slocum, and Mr. Wright), who elected DSUs in lieu of DRSUs) granted in ~~2017~~2023 to non-employee directors, computed in accordance with ~~FASB~~Financial Accounting Standards Board (“FASB”) ASC Topic 718. Mr. Hoechner received a prorated grant for three months of service during the 2022-2023 Board term upon his appointment to the Board in February 2023. As of December 31, 2023, each non-employee director (other than Mr. Hoechner) had an aggregate 1,645 unvested RSUs or DSUs in lieu of DRSUs, as applicable, that will vest on April 28, 2024. As of December 31, 2023, Mr. Hoechner had an aggregate 1,971 unvested DSUs in lieu of DRSUs of which 326 vested on February 17, 2024 and the remaining 1,645 will vest on April 28, 2024.
(3)	The amount of perquisites and other personal benefits has been excluded for all non-employee directors as the total value of each director’s perquisites and other personal benefits was less than $10,000.


~~(3)~~	~~Mr. Sansone elected to receive his annual cash retainer for 2017 in the form of DSUs rather than cash, as permitted by the terms of~~ ~~the Non-Employee Director Compensation Plan.~~ PROPOSAL 2 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF INGEVITY’S NAMED EXECUTIVE OFFICERS (SAY-ON-PAY)

Title of Class	Name and Address of Beneficial Owners	Number of Shares			Percent of Class
Common Stock	BlackRock Inc. 55 East 52nd Street New York, New York 10055		5,415,950	⁽¹⁾		12.83	%
Common Stock	The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355		3,965,343	⁽²⁾		9.39	%

NEO	Percentage Increase			2017 Annual Base Salary ($)
D. Michael Wilson		6.3	%		850,000
John C. Fortson		3.2	%		490,000
Katherine P. Burgeson		9.1	%		360,000
Michael P. Smith		23.0	%		375,000
S. Edward Woodcock		9.1	%		300,000

NEO	2023 Annual Base Salary ($)	2022 Annual Base Salary ($)	% Change
John C. Fortson	1,000,000	940,000	6.0%
Mary Dean Hall	510,000	510,000	0.0%
Stacy L. Cozad	470,000	470,000	0.0%
S. Edward Woodcock	475,000	435,000	8.4%
Richard A. White⁽¹⁾	460,000	460,000	0.0%

NEO	Threshold (as a percentage of base salary)*	Target (as a percentage of base salary)*	Maximum (as a percentage of base salary)*
Mr. Fortson	25.0%	100%	200%
Ms. Hall	17.5%	70%	140%
Ms. Cozad	16.25%	65%	130%
Mr. Woodcock	16.25%	65%	130%
Mr. White	15.0%	60%	120%

MESSAGE FROM OUR CEO

NOTICE

Proxy Statement Summary

Agenda Items and Board Recommendations

2023 Business Highlights

Sustainability Highlights

Snapshot of Proxy materials instead of printed proxy materials?Director Nominees

Board Demographics

Corporate Governance Highlights

Executive Compensation Governance Practices

PROPOSAL 1ELECTION OF DIRECTORS

Recommendation of the Board

Director Nominees

Summary of the Director Nominees’ Skills and Experience

Role of the Board of Directors of McCormick &

Corporate Governance Guidelines

Board Leadership Structure

Committees of our Board of Directors

Director Nominees and Selection

Director independence

Evaluating Board performance and Sansone, is independent.effectiveness

Board meetings and executive sessions

Board’s role in risk oversight

Legal, compliance, and regulatory risks

Governance risks

Executive compensation program risks

Sustainability & ESG risks

Cybersecurity risks

Board oversight of ESG matters

Management development and succession planning

Board committees areoversight of DEIB and human capital matters

Director education program

Retirement age, term limits and significant change in job responsibilities

Overboarding policy

Stockholder outreach and engagement

How to manage and mitigate them.

Code of Conduct

Governance materials on our website

Related party transactions

Director Compensation

Ingevity’s Director compensation approval process

2023 Non-employee Director compensation

Cash retainers

Restricted Stock AwardsUnit awards

Other compensation

Stock Ownership Guidelinesownership guidelines; prohibition on hedging

2023 Director Compensation Tablecompensation table

PROPOSAL 2NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF INGEVITY’S NAMED EXECUTIVE OFFICERS (SAY-ON-PAY)

Vote required

Recommendation of February 27, 2018.the Board

Compensation Discussion and Analysis with management. Based on this review

2023 Named Executive Officers

Executive Summary

Business Conditions and Company Performance in 2023

Fiscal Year 2023 Compensation Highlights

Executive compensation philosophy

Elements of our compensation program

2023 pay mix

Say-On-Pay results

How We Set Compensation

Role of the CompensationT&C Committee Executive Officers and Compensation Consultantsthe CEO

Role of the compensation consultant and

NEO compensation philosophy reflects the Company’s “pay-for-performance” philosophy and is directly linked to business plans and individual performance, and is alignedelements

Base Paysalary

2023 Base Salaries

Short-Term Incentive Plan (“STIP”)and 2023 awards

Target STIP payouts

Performance metrics

2023 Financial performance targets and results

Long-Term Incentive Plan (“LTIP”)and 2023 awards

Performance-based Restricted Stock Units.

PSU metric adjustments

2023 PC Transformation Award

Payout of 2021 PSU award

CEO Pay

Target vs. Realized Pay

Realized Pay

2023 Realized Pay vs. Target

NEO performance and to aid in our ability to retain our management team over a longer time horizon. These RSUs vest ratably over three years, with one-third vesting on each anniversarycompensation decisions

Other compensation and benefits

Snapshot of Proxy materials instead of printed proxy materials?
Director Nominees

PROPOSAL 1

ELECTION OF DIRECTORS

PROPOSAL 2
NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF INGEVITY’S NAMED EXECUTIVE OFFICERS (SAY-ON-PAY)

Role of the CompensationT&C Committee Executive Officers and Compensation Consultants
the CEO

Short-Term Incentive Plan (“STIP”)
and 2023 awards

Long-Term Incentive Plan (“LTIP”)
and 2023 awards

Potential Payments Upon InvoluntaryCertain Termination⁽¹⁾
(other than Events or a Change of Control)Control

Audit Committee.⁽¹⁾fees

~~Metric~~ INGEVITY \| 2024 Proxy Statement	~~Performance~~	~~2017 Goals~~	~~Funding~~			~~Actual~~ ~~Performance~~⁽¹⁾
~~STIP-Adjusted EBITDA~~	~~Threshold~~	~~$200 million~~		50	%
	~~Target~~	~~$218 million~~		~~100~~	%
	~~Above Target~~	~~$228 million~~		~~150~~	%
	~~Maximum~~	~~$236 million~~		~~200~~	%	~~$240 million~~ 46

	Company-Wide Metrics		Segment Metrics		Individual Performance
NEO	STIP-Adjusted EBITDA*	STIP-Adjusted Revenue*	BU STIP-Adjusted EBITDA*	BU STIP-Adjusted Revenue*
Mr. Fortson	50%	30%	0%	0%	20%
Ms. Hall	50%	30%	0%	0%	20%
Ms. Cozad	50%	30%	0%	0%	20%
Mr. Woodcock (Performance Materials Segment)	25%	15%	25%	15%	20%
Mr. White (Performance Chemicals Segment)	25%	15%	25%	15%	20%

Annual Short Term Incentive Award Targets (as percent of base salary)
	Threshold			Target⁽¹⁾			Maximum			Actual 2017 Payout
Mr. Wilson		50	%		100	%		200	%		200	%
Mr. Fortson		35	%		70	%		140	%		140	%
Ms. Burgeson		25	%		50	%		100	%		100	%
Mr. Smith		27.5	%		55	%		110	%		110	%
Mr. Woodcock		27.5	%		55	%		110	%		110	%

		Company STIP-Adjusted EBITDA*				Company STIP-Adjusted Revenue*
Performance Level	Payout Range (% of target award)	Goals⁽¹⁾		Actual Performance	% of Target Achieved/ Payout	Goals⁽¹⁾		Actual Performance⁽¹⁾	% of Target Achieved/ Payout
Threshold**	25%	$	405.0	$ 398.3	0.0%	$	1,690.0	$ 1,688.2	0.0%
Target	100%	$	500.0			$	1,937.0
Maximum	200%	$	600.0			$	2,173.0

		Performance Chemicals BU STIP-Adjusted EBITDA*				Performance Chemicals BU STIP-Adjusted Revenue*
Performance Level	Payout Range (% of target award)	Goals⁽¹⁾		Actual Performance⁽¹⁾	% of Target Achieved/ Payout	Goals⁽¹⁾		Actual Performance⁽¹⁾	% of Target Achieved/ Payout
Threshold**	25%	$	130.0	$ 64.9	0.0%	$	940.0	$ 900.9	0.0%
Target	100%	$	170.0			$	1,067.0
Maximum	200%	$	230.0			$	1,213.0

⁽¹⁾	Amounts expressed in millions
*	See Appendix A for definitions and reconciliations of these non-GAAP financial measures to the nearest GAAP measures.
**	No payout is earned on a metric if results are below threshold.

		Performance Materials BU STIP-Adjusted EBITDA*					Performance Materials BU STIP-Adjusted Revenue*
Performance Level	Payout Range (% of target award)	Goals⁽¹⁾		Actual Performance		% of Target Achieved/ Payout	Goals⁽¹⁾		Actual Performance		% of Target Achieved/ Payout
Threshold**	25%	$	240.0	$	288.8	162.5%	$	530.0	$	586.0	90.0%
Target	100%	$	275.0				$	595.0
Maximum	200%	$	300.0				$	650.0

NEO	STIP	2023 Target⁽¹⁾	Company STIP- Adjusted EBITDA Funding⁽²⁾	BU STIP- Adjusted EBITDA Funding⁽²⁾	Company STIP- Adjusted Revenue Funding⁽²⁾	BU STIP- Adjusted Revenue Funding⁽²⁾	Total 2023 STIP Payout for Financial Metrics^(2),(3)	Individual Performance Funding	Total 2023 STIP Payout, Reflecting Financial and Individual Performance Metrics⁽³⁾	Total 2023 STIP Payout⁽⁴⁾
Mr. Fortson	$	995,000	0.0%		0.0%		0.0%	85.0%	17.0%	$	169,150
Ms. Hall	$	357,000	0.0%		0.0%		0.0%	100.0%	20.0%	$	71,400
Ms. Cozad	$	305,500	0.0%		0.0%		0.0%	100.0%	20.0%	$	61,100
Mr. Woodcock	$	306,584	0.0%	162.5%	0.0%	90.0%	67.6%	150.0%	84.1%	$	257,780
Mr. White	$	276,000	0.0%	0.0%	0.0%	0.0%	0.0%	75.0%	15.0%	$	41,400

(1)	Target represents the target STIP opportunity percentage for each NEO described above multiplied by the amount of salary paid in 2023.
(2)	Percentages reported are equal to the percentage of target achieved for each metric (as shown in the table above). See Appendix A for definitions and reconciliations of these non-GAAP financial measures to the nearest GAAP measures.
(3)	Total 2023 STIP Payout, Reflecting Financial and Individual Performance Metric presents the total 2023 STIP payout percentage for each NEO after weighting the financial metrics percentage at 80% and the individual performance metric at 20%.
(4)	To obtain “Total 2023 STIP Payout,” multiply “2023 STIP Target” by “Total 2023 STIP Payout, Reflecting Financial and Individual Performance Metrics.” Calculated scores are rounded up to the nearest $10.

NEO	Base Salary		Target LTIP Opportunity		RSUs (40%)		PSUs at Target* (60%)
Mr. Fortson	$	1,000,000		400%	$	1,600,000	$	2,400,000
Ms. Hall	$	510,000		200%	$	408,000	$	612,000
Ms. Cozad	$	470,000		165%	$	310,200	$	465,300
Mr. Woodcock	$	475,000		150%	$	285,000	$	427,500
Mr. White	$	460,000		150%	$	276,000	$	414,000

2017-2019 PSU Targets (as percent of base salary)
	Minimum			Target⁽¹⁾			Maximum
Mr. Wilson		0	%		125	%		250	%
Mr. Fortson		0	%		87.5	%		175	%
Ms. Burgeson		0	%		42.5	%		85	%
Mr. Smith		0	%		40	%		80	%
Mr. Woodcock		0	%		40	%		80	%