Filed by the Registrant x☒

Filed by a Party other than the Registrant o☐

Check the appropriate box:


☐
~~Check the appropriate box:~~
x	Preliminary Proxy Statement
o ☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o ☒		Definitive Proxy Statement
o ☐		Definitive Additional Materials
o ☐		Soliciting Material Pursuant to §240.14a-12

~~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):~~
x	~~No fee required.~~
o	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~
o	~~Fee paid previously with preliminary materials.~~
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~

~~TABLE OF CONTENTS~~

~~March [ ], 2019~~

~~To our Stockholders:~~

It is our pleasure to invite you to attend our annual meeting of stockholders, which is to be held on April 25, 2019 at The Daniel Island Club, 600 Island Park Drive, Charleston, South Carolina. The meeting will begin at 9:30 a.m., local time. The following Notice of the 2019 Annual Meeting of Stockholders outlines the business to be conducted at the meeting.

We are utilizing Internet delivery as our primary means of distributing proxy materials to our stockholders this year. Accordingly, most stockholders will not receive paper copies of our proxy materials. We will instead send stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. The notice also provides information on how to vote online and how to obtain paper copies of our proxy materials if you so choose.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to ensure that your shares will be represented and voted. You may vote via the Internet, by telephone or, if you elect to receive a paper proxy card in the mail, by mailing the completed proxy card. If you attend the Annual Meeting, you may vote your shares in person even if you have previously voted by proxy.

~~Your vote is important. Your vote will mean that you are represented at the Annual Meeting regardless of whether or not you attend in person.~~

~~We look forward to seeing you at the meeting.~~

~~Best regards,~~

~~D. Michael Wilson~~
~~Chief Executive Officer & President~~

~~TABLE OF CONTENTS~~

~~Notice of Annual Meeting of Stockholders~~

~~TIME:~~ ~~9:30 a.m., Eastern Daylight Time, on Thursday, April 25, 2019~~

~~PLACE:~~ ~~The Daniel Island Club, 600 Island Park Dr., Charleston, SC~~

~~You are invited to the 2019 Annual Meeting of Stockholders of Ingevity Corporation (the "Company".) We will hold the meeting at the time and place noted above. At the meeting, we will ask you to:~~


1.	~~Elect each of the nine director nominees named in this proxy statement for a one-year term or until his or her successor is duly elected and qualified;~~


2.	~~Approve on an advisory (non-binding) basis the compensation paid to our named executive officers (Say-on-Pay);~~


3.	~~Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;~~


4.	Approve an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate") to eliminate the supermajority vote requirement with respect to certain Certificate and By-Law amendments by stockholders, and to remove certain obsolete provisions; and


5.	~~Transact such other business that may properly come before the Annual Meeting and any adjournment or postponement thereof.~~

Holders of record of Ingevity’s Common Stock as of the close of business on February 25, 2019 are entitled to receive notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof.

~~DATE MATERIALS FIRST MADE AVAILABLE TO STOCKHOLDERS:~~ ~~March [ ], 2019~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 25, 2019:~~ ~~Our Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2018 are available at http://ir.ingevity.com under the Financial Information tab.~~

~~INTERNET AVAILABILITY OF PROXY MATERIALS:~~

In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and annual report, and for voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our Proxy Materials if they so choose. If you received a hard copy of our materials, and you wish to use electronic delivery in the future, you may elect to receive future notices, proxy materials and annual reports electronically by following the instructions in this Proxy Statement.

Your vote is very important. After reading the Proxy Statement, please submit your proxy as soon as possible by the Internet, telephone, or mail. Submitting your proxy by one of these methods will ensure your representation at the Annual Meeting regardless of whether you attend the meeting in person.

~~By Order of the Board of Directors,~~

~~Katherine Pryor Burgeson~~
~~Secretary~~

~~TABLE OF CONTENTS~~

INGEVITY CORPORATION

~~5255 VIRGINIA AVE~~
~~N. CHARLESTON, SOUTH CAROLINA 29406~~(Name of Registrant as Specified In Its Charter)

~~PROXY STATEMENT~~
~~FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS~~
~~TO BE HELD ON APRIL 25, 2019~~

~~TABLE OF CONTENTS:~~



~~QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING, PROXY SOLICITATION AND VOTING INFORMATION~~	1(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
~~PROPOSAL NO. 1 — ELECTION OF DIRECTORS~~

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

~~CORPORATE GOVERNANCE~~

~~DIRECTOR COMPENSATION~~

~~EXECUTIVE OFFICERS~~

~~PRINCIPAL STOCKHOLDERS~~

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

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

~~COMPENSATION COMMITTEE REPORT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~COMPENSATION OF EXECUTIVE OFFICERS~~

~~RELATED PARTY TRANSACTIONS~~

~~AUDIT COMMITTEE REPORT~~



TABLE OF CONTENTS TABLE OF CONTENTS March 8, 2021 To our Stockholders: It is our pleasure to invite you to attend our annual meeting of stockholders, which is to be held on April 22, 2021 at 9:30 a.m., Eastern Standard Time. Due to ongoing public health concerns relating to the coronavirus pandemic, the annual meeting will be held in a virtual only format with no physical in-person meeting. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/NGVT2021, you must enter the control number found on your proxy card, voting instruction form or Notice Regarding the Availability of Proxy Materials. The following Notice of the 2021 Annual Meeting of Stockholders outlines the business to be conducted at the meeting. 2020 was a challenging year by most measures. Yet, in many ways, it was these challenges that have, in the long run, enabled us to become a better, stronger company. During the course of the year, we experienced a CEO transition and endured the significant economic downturn caused by COVID-19. Despite these hurdles, we strengthened our senior management team; reduced costs; placed greater emphasis on organic growth and innovation; and saw our gross margins and adjusted EBITDA margin accrete. For the company overall, in light of the global macroeconomic headwinds created by COVID-19, our financial performance is something for which we can be proud. Revenues for the year were $1.216 billion, down 6% from 2019. Net income of $181.4 million was down slightly by 1.3%, while net income margin was 14.9%, up 70 basis points. Our adjusted EBITDA^* of $397.9 million were even with the prior year. Adjusted EBITDA margin* accreted to 32.7% of sales, up 200 basis points from 2019. We continue to make significant strides in the implementation of our sustainability program. Our sustainability report issued in September included an announcement of four corporate sustainability goals to help build accountability for our environmental, social and governance (ESG) efforts. We published two reports that outline the net positive greenhouse gas (GHG) reduction benefit of our Nuchar® and Evotherm® products, demonstrating their ability to offset GHGs generated in their manufacture by 10x and up to 23x, respectively. We also maintained our Silver rating from EcoVadis for Corporate Social Responsibility and significantly improved our rating withing with the Dow Jones Sustainability Index, moving into the 70^th percentile. With 77% of our revenues coming from sustainable products, we are uniquely positioned to leverage the importance of this macro-trend to drive organic growth in the future and fully expect to do so. Our Board of Directors and evolving leadership team continue to guide our strategy and chart our growth. We were saddened to learn of the passing of Chairman Rick Kelson in February of this year. His leadership through challenging times in 2020 was vital toward enabling the company to perform well beyond expectations and perhaps most importantly, his wisdom and warmth were critical to the foundation and success of Ingevity since our spin-off from WestRock in May 2016. We are pleased to now have Jean Blackwell as our chair and look forward to a new chapter under her guidance. In addition, Stacy Cozad has joined us as executive vice president, general counsel and secretary and we very much look forward to having an executive of her caliber joining us at Ingevity. Lastly, in addition to our annual meeting and required filings with the U.S. Securities and Exchange Commission, we have maintained a robust investor relations program. In 2020, we maintained the strong relationships we have with eight sell-side analysts, attended nine in-person and virtual conferences, conducted five virtual non-deal roadshows, and hosted a series of five investor-focused webinars on our business segments and sustainability program. You may vote during the annual meeting by following the instructions available on the meeting website during the meeting. Whether or not you plan to attend the annual meeting virtually, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the annual meeting. Your vote will mean that you are represented at the annual meeting regardless of whether you attend the meeting virtually. We look forward to having you join us at the meeting. Best regards, John C. Fortson President and CEO ~~PROPOSAL NO. 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY-ON-PAY)~~	46
~~PROPOSAL NO. 3 — TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	47
PROPOSAL NO. 4 — TO APPROVE AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT WITH RESPECT TO CERTAIN CERTIFICATE AND BY-LAW AMENDMENTS BY STOCKHOLDERS AND TO REMOVE CERTAIN OBSOLETE PROVISIONS	49
~~QUESTIONS AND ANSWERS REGARDING STOCKHOLDER COMMUNICATIONS, STOCKHOLDER PROPOSALS AND COMPANY DOCUMENTS~~	50
~~APPENDIX A — AMENDMENT TO THE CERTIFICATE OF INCORPORATION~~	52
~~APPENDIX B — NON-GAAP FINANCIAL MEASURES~~	53

*	Reconciliation of these non-GAAP financial measures can be found in Appendix A.

~~TABLE OF CONTENTS~~

~~QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING, PROXY SOLICITATION AND VOTING INFORMATION~~

~~Why did I receive these materials?~~

TABLE OF CONTENTS

Notice of Annual Meeting

~~You received these materials (the “Proxy Materials”) because you owned shares~~NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of ~~common stock (the “Common Stock”)~~Stockholders of Ingevity Corporation (the “Annual Meeting”) will be held virtually on Thursday, April 22, 2021, at 9:30 a.m., Eastern Standard Time. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/NGVT2021, you must enter the control number found on your proxy card, voting instruction form or Notice Regarding the Availability of Proxy Materials.


Date & Time: Thursday April 22, 2021 9:30 a.m. EST			Location: Exclusively virtual at: www.virtualshareholdermeeting.com/NGVT2021			Record Date: February 22, 2021

How to Vote

Vote online at www.proxyvote.com.

Vote by phone by calling the number located on your proxy card.

If you received a ~~Delaware corporation (“Ingevity,” the “Company,” “we,” “us,” and “our”),~~printed version of these proxy materials, you may vote by mail.

Only stockholders of record as of the close of business on February ~~25,~~

~~2019 (the “Record Date”) and~~22, 2021, are ~~therefore~~ entitled to ~~vote at Ingevity’s annual meeting~~receive notice of, ~~stockholders to be held on April 25, 2019 (the “Annual Meeting”).~~

~~Why did I receive a Notice regarding the availability of Proxy materials instead of printed proxy materials?~~

This year, most 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, as well as costs associated with mailing these materials to stockholders. On or around March [ ], 2019, we began mailing the Notice to our stockholders of

record as of February 25, 2019, and posted our Proxy Materials on the website referenced in the Notice (http://ir.ingevity.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 meeting and on an ongoing basis.

~~What is included in the Proxy Materials?~~

The Proxy Materials include the Notice of the Annual Meeting, our proxy statement for the Annual Meeting (the “Proxy Statement”) and our 2018 annual report to stockholders (the “Annual Report”), which includes our Annual Report on Form 10-K for the year ended

~~December 31, 2018. 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?~~

A proxy is your legal designation of another person to vote the stock you own as of the Record Date in the manner you direct. The person you designate to vote your shares 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 Katherine P. Burgeson and Ryan C. Fisher to serve as proxies for the Annual Meeting. The proxies also may be voted at any adjournments or postponements of the meeting.

The Company’s Board of Directors (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 Securities and Exchange Commission (“SEC”) regulations.

~~INGEVITY - 2019 Proxy Statement - 1~~

~~TABLE OF CONTENTS~~

~~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:~~

~~Over the Internet.~~

~~By telephone.~~

~~If you have requested to receive a paper proxy card in the mail, by completing, signing and returning the paper proxy card.~~

~~By attending the Annual Meeting and voting in person.~~

The Notice provides instructions on how to access the Proxy Materials and how to vote via the Internet. For those stockholders who request to receive a paper proxy card in the 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 24, 2019.~~

~~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 [_] shares of Common Stock outstanding on the Record Date. There is no cumulative voting.

~~INGEVITY - 2019 Proxy Statement - 2~~

~~TABLE OF CONTENTS~~

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

The Annual Meeting will be held on April 25, 2019 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 to vote, and our invited guests, may attend the Annual Meeting.~~

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

~~What~~ Whether or not you ~~need in order to attend the Annual Meeting depends upon whether you are a stockholder of record or beneficial owner.~~

~~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~~virtually, we urge you to ~~the Annual Meeting,~~review these materials carefully and to vote online or by telephone, or, if ~~they wish, stockholders of record may vote their shares in person by completing the ballot made available at the meeting.~~

~~Beneficial Owner.~~ If you ~~are~~have received a ~~beneficial owner and plan to attend the Annual Meeting, you must present proof of your ownership of shares of Common Stock as~~paper copy of the ~~Record Date, such as a bank or brokerage account statement, and photo identification. If~~proxy card, you ~~wish~~may instead choose to vote ~~at the Annual Meeting, you must also bring a legal~~by mailing your proxy ~~provided by the bank or broker that holds your shares.~~card.

Voting Matters

In order for us to conduct the Annual Meeting, a majority of the shares outstanding as of the Record Date, or [_] 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 matter 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 the Annual Meeting?~~

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

Proposal ~~No. 1~~ —1: Election of ~~the nine director nominees named in this Proxy Statement.~~Directors

~~Proposal No. 2~~ ~~— Approve on an advisory (non-binding) basis the compensation paid to our named executive officers (Say-on-Pay).~~

~~Proposal No. 3~~ ~~— Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.~~

~~Proposal No. 4~~ — Approve an amendment to the Amended and Restated Certificate of Incorporation (the "Certificate") to eliminate the supermajority vote requirement with respect to certain Certificate and By-Law amendments by stockholders, and to remove certain obsolete provisions.

~~Proposal No. 5~~ ~~— Transact such other business that may properly come before the Annual~~

~~Meeting and any adjournment or postponement thereof.~~

~~The Board recommends that you vote “FOR” each of the nine director nominees named in this Proxy Statement and “FOR” Proposals 2, 3, and 4.~~

FOR

~~INGEVITY - 2019 Proxy Statement - 3~~

~~TABLE OF CONTENTS~~

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

~~Proposal No. 1~~: ~~To be elected as a director,~~ each nominee ~~will need to receive a majority~~

Proposal 2: Ratification of ~~the votes cast, which means that the number~~Appointment 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 effectIndependent Registered Public Accounting Firm

FOR

Proposal 3: Advisory Vote on ~~the outcome of the election of directors.~~

~~Proposal No. 2:~~ 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 2019. 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. 4~~: An affirmative vote of the holders of at least seventy-five percent (75percent) of the voting power of the Company’s stock then outstanding is required to approve the proposal to amend the Certificate to eliminate the supermajority voting provisions and certain obsolete provisions. Abstentions and broker non-votes will have the same effect as voting against this proposal.

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

of PricewaterhouseCoopers LLP is considered a routine matter. The election of directors, the advisory approval of the Say-on-Pay proposal and proposal to amend the Certificate 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.

~~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 nine 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 for fiscal 2019,~~

~~“FOR” the approval of the amendment to the Certificate, and~~

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

~~INGEVITY - 2019 Proxy Statement - 4~~

~~TABLE OF CONTENTS~~

~~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?~~

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.

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

~~The address of Ingevity’s principal executive office 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.

~~INGEVITY - 2019 Proxy Statement - 5~~

~~TABLE OF CONTENTS~~

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

Our Board of Directors has nominated for election as Directors at the Annual Meeting the nine nominees named below. Each nominee currently serves as a director of the Company, and other than Ms. Gulyas and Ms. Narwold, each nominee was elected by our stockholders to serve until the 2019 Annual Meeting of stockholders and until his or her successor has been elected and qualified.

~~Two~~Compensation of our nominees, Ms. Gulyas and Ms. Narwold, were elected by the Board to serve as directors since the last Annual Meeting. Ms. Gulyas was elected to the Board in February 2019 to serve as a director based on the recommendation to the Nominating and Goverance Committee of a company executive assisting the Company with its search. Ms. Narwold was elected to the Board in February 2019 based on the recommendation of the CEO of Albemarle Corporation where Ms. Narwold holds various positions.Named Executive Officers (Say On Pay)

Each director elected at the meeting will serve until the 2020 Annual Meeting of Stockholders and until his or her successor has been elected and qualified. Each director nominee has consented to being named in this proxy statement and to serving as a director if elected. If any nominee is unable to stand for election for any reason, the shares represented at our annual meeting may be voted for another candidate proposed by our Board, or our Board may choose to reduce its size.FOR

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.51

~~The Nominating and Governance Committee (the “Governance Committee”) recommended each~~

Additional Information

For additional information on how to vote and other important matters related to the Annual Meeting, please see pages 54 – 58 of ~~the individuals listed below for nomination. Based on~~ this Proxy Statement.

			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 of the Board and the Governance Committee. The 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 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. The information below provides biographical information about 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. Except for Ms. Gulyas and Ms. Narwold who began board service in February 2019, each nominee has served as a director of Ingevity since the Company became public in May 2016. ~~The Board recommends a vote “FOR” each of the nine director nominees named in this Proxy Statement, each to serve for a one-year term or until his or her successor is duly elected and qualified.~~ ~~INGEVITY - 2019 Proxy Statement - 6~~ ~~TABLE OF CONTENTS~~ ~~Director Nominees~~ ~~Jean S. Blackwell (age 64)~~ ~~Ms. Blackwell has served as a member~~By Order of the Board of Directors, ~~a member~~

			Stacy L. Cozad Secretary

TABLE OF CONTENTS

Proxy Statement – Table of Contents

	1			Letter from the Compensation Committee, and Chair of the Nominating and Governance Committee of Celanese Corporation, a global technology and specialty materials company since March 2014. Since June 2018, she has served as a memberCEO
	4			2021 PROXY SUMMARY
	4			2020 Business Highlights
	9			BOARD & GOVERNANCE MATTERS
	9			Role of the Board, ~~of Directors,~~Leadership, Structure & Oversight
	10			Director Independence
	11			Board and ~~a member of the Compensation~~ Committee ~~of Johnson Controls International PLC, a global diversified technology~~Self Evaluations
	11			Board Meetings and ~~multi-industrial leader. From 2007 through 2018, Ms. Blackwell served as a member of the~~ Attendance; Executive Sessions
	12			Board ~~of Directors of Essendant Inc. (formerly United Stationers Inc.), a leading national wholesale distributor of business products, where she was a member of the Audit~~Composition and ~~Governance Committees, having previously served as Chair of the Governance Committee~~Diversity/Skills and as Chair of the Compensation 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 2008 until her retirement in 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. Prior 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. Prior to her service on the State Lottery Commission, Ms. Blackwell was a partner at Bose McKinney & Evans LLP, where she practiced in the area of financial and real estate transactions. Ms. Blackwell has served, and continues to serve, on various non-profit boards.Experience Ms. Blackwell's qualifications to serve as a director include substantial experience in the areas of finance, law, and human resources, including in the role of Chief Financial Officer and General Counsel. She also has substantial senior executive experience in a number of roles including with a global publicly traded manufacturing company and serves on several other public company boards. ~~Luis Fernandez-Moreno (age 56)~~ Mr. Fernandez-Moreno is the sole manager and member of Strat and Praxis LLC, a consulting services company since June 2018. He has served as a director on the board of Ascensus Specialties International LLC (formerly - VSI Intermediate Holdings LLC) a portfolio company of WindPoint Partners since December 2017. He also serves as a director on the board of Oxea S.a.r.l. since June 2018, a subsidiary of Oman Oil Company. He has also served as Senior Vice President of Ashland Inc., a specialty chemical company, from 2013, with service as President of its Chemicals Group from 2015 through 2017 and as President of Ashland Specialty Ingredients from 2013 until 2015. From 2012 to 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 2010 until 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. He also currently serves as a member of the directors council at the University of Pennsylvania Museum of Archeology & Anthropology since 2013, with previous service on its Board of Overseers. Mr. Fernandez-Moreno’s qualifications to serve as director include his extensive executive experience in the chemicals industry, deep experience in mergers and acquisitions, and his experience in service on other boards. ~~J. Michael Fitzpatrick (age 72)~~ Dr. Fitzpatrick is a member of the Board of Directors of McCormick & Company, a manufacturer of spices, herbs and flavorings, and serves on its Audit Committee. Dr. Fitzpatrick has served as a director of McCormick & Company since November 2001. He also has served as Chairman of the Board of Directors of Aurora Plastics, Inc., a privately held company, since August 2016, and he has been an Executive Advisor Partner at Wind Point Partners since March 2005. He is a member of the Board of Directors of Chestnut Hill College and Chairman of the Development Committee and member of the Academic Affairs Committee, a private college located in Philadelphia, PA since 2013. Dr. Fitzpatrick previously served as a director of NOVOLEX Holdings, Inc., a privately held packaging company and portfolio company of Wind Point Partners, from 2013 to 2016. He 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, last serving 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 a director include extensive senior executive experience in the chemicals industry, governance, and oversight~~ ~~INGEVITY - 2019 Proxy Statement - 7~~
	~~TABLE OF CONTENTS~~13 ~~experience as a director of several companies, general management experience in international operations, a high level of financial literacy, and extensive experience in mergers and acquisitions.~~ ~~Diane H. Gulyas (age 62)~~ Ms. Gulyas worked at E.I. du Pont de Nemours and Company for over 35 years, serving as president of the performance polymers business from 2009 until her retirement in 2014. Previously, Ms. Gulyas held various positions including as the company's global chief marketing and sales officer, group vice president of the company's electronic and communication technologies platform, and vice president and general manager of the company's advanced fiber business. Since 2015, Ms. Gulyas has served on the of the board of W.R. Grace & Co., a specialty chemicals company, where she is the chair of the Compensation Committee, and on the board of Expeditors International of Washington, Inc., a global logistics services company. Ms. Gulyas previously served on the boards of Mallinckrodt Pharmaceuticals and Navistar International Corporation. Ms. Gulyas holds a Bachelor of Science degree in chemical engineering from the University of Notre Dame and completed the Advanced Management Program at the Wharton School of the University of Pennsylvania. She is also a member of the Board of Directors of the Ladies Professional Golfing Association. Ms. Gulyas’s qualifications to serve as a director include her extensive senior executive experience at one of the world’s largest chemical companies, as well as her extensive experience in international operations, global manufacturing and sales, including in the automotive industry, and her governance and oversight experience from service on several other public company boards. ~~Richard B. Kelson (age 72)~~ Mr. Kelson is currently the Chairman of our Board. He is also the Chairman, President, and CEO of ServCo LLC, where he has served in that capacity since July 2009. Mr. Kelson 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. He has served as a member of the Board of Directors of PNC Financial Services Group, Inc. since 2002, and Commercial Metals Company since 2010, where he was lead director from 2014 until 2019. He serves as a director of Ecovative Design LLC, a privately held company, since 2011. He previously served on the board of directors for Anadigics, Inc. from 2015 to 2016, and has also served as a director of Shale-Inland Holdings, LLC (d/b/a FloWorks International, LLC), a privately held company, from 2012 to 2017, and 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, law, and safety and environment, including in the role of Chief Financial Officer and General Counsel of Alcoa. Mr. Kelson also brings experience as a member of other public company boards, including the former parent company of the Company. ~~Frederick J. Lynch (age 54)~~ Mr. Lynch has served as President of Masonite International Corporation, a global manufacturer of interior doors and entry door systems since 2006 and Chief Executive Officer since 2007. He has served on the Masonite International Corporation Board of Directors since 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., last serving 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 service as President and Chief Executive Officer of a publicly traded manufacturing company. He also brings previous substantial executive experience in the chemicals industry, and in-depth knowledge of global business, manufacturing and strategic planning. ~~Karen G. Narwold (age 59)~~ Ms. Narwold has over 25 years of experience at industrial and chemical companies. She currently serves as executive vice president, chief administrative officer, general counsel and corporate secretary of Albemarle Corporation, a global specialty chemicals company, since 2010. In this role, she leads the company's legal, public affairs (government and regulatory affairs and communications), IT, and compliance organizations. She is also a member of Albemarle's Enterprise Risk Management and Disclosure Committees. Ms. Narwold previously served as advisor at Symmetry Advisors from 2009 to 2010, and as general counsel ~~INGEVITY - 2019 Proxy Statement - 8~~			~~TABLE OF CONTENTS~~ in 2007 to Symmetry Holdings. She also served in various leadership roles at Barzel Industries from 2008 to 2009, including vice president, chief administrative officer and general counsel. Ms. Narwold commenced her professional career with five years in private legal practice, followed by 16 years in roles of increasing leadership responsibilities with GrafTech International, a carbon and graphite producer. Ms. Narwold holds a Bachelor of Arts degree in political science from the University of Connecticut and a Juris Doctor degree from the University of Connecticut School of Law. Ms. Narwold’s qualifications to serve as a director include over 25 years of executive, management, legal and compliance experience, including as Chief Administrative Officer and General Counsel of a public company. Her areas of expertise include law, corporate governance and compliance, executive compensation, risk oversight, strategic planning, mergers and acquisitions and cyber security. ~~Daniel F. Sansone (age 66)~~ Mr. Sansone has served as a member of the Board of Directors, a member of the Audit Committee and chair 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 aggregates-based construction materials, including asphalt and ready-mixed concrete. He served as Executive Vice President and CFO at Vulcan from 2010 to 2014. Mr. Sansone had previously served at Vulcan as Senior Vice President and CFO and President of Vulcan’s Southern and Gulf Coast Division. Mr. Sansone also serves on various non-profit boards. ~~Mr. Sansone’s qualifications to serve as a director include his substantial financial and executive~~ leadership as an executive officer, including in the role of Chief Financial Officer of a global manufacturing public company. He also brings experience as a public company board member and in the asphalt business through his career with Vulcan. ~~D. Michael Wilson (age 56)~~Mr. Wilson serves as President and Chief Executive Officer, and as a director, 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 Solutions business from September 2013 through 2014 and held a variety of business unit leadership roles at FMC Corporation over the course of more than fifteen years, including President of Specialty Chemicals, group head of Industrial Chemicals, and Division Manager of FMC Lithium. Prior to FMC Corporation, Mr. Wilson served various roles at Rexam and Wausau Papers, including President of Rhinelander Paper Company. Mr. Wilson also serves on several non-profit boards. 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 service since 2016 as board member, Chief Executive Officer and President of the Company and his more than 20 years' executive experience and leadership in the chemicals industry, including a demonstrated record of achieving value creating growth through strategic positioning, innovation, restructuring and mergers and acquisitions. ~~INGEVITY - 2019 Proxy Statement - 9~~ ~~TABLE OF CONTENTS~~ ~~CORPORATE GOVERNANCE~~ ~~Corporate Governance Guidelines~~ ~~Our Company is managed under the direction~~Committees of our Board ~~which has adopted a set~~ of ~~Corporate~~ Directors
	14			Leadership Development and Compensation Committee Interlocks and Insider Participation
	14			Governance Guidelines ~~(the “Governance Guidelines”) setting forth certain corporate governance practices. The Governance~~- NG&S 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://ir.ingevity.com/governance/documents.~~ Process - Director ~~Independence~~Candidates
	14			Stockholder Recommendations - Director Candidates
	Our Board annually conducts an assessment of the independence of each director in accordance with our Governance Guidelines, applicable rules and regulations of the SEC, and the general listing standards of the NYSE. The Board assesses each director’s independence by reviewing any 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 the15			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 relationshipCommunications with the ~~Company (either directly or as a partner, stockholder or officer~~Board
	16			DIRECTOR COMPENSATION
	16			Cash Compensation & Stock Awards
	16			Stock Ownership Guidelines; Prohibition on Hedging
	17			2020 Director Compensation Table
	18			PROPOSAL 1: ELECTION OF DIRECTORS
	19			2021 DIRECTOR NOMINEES
	24			AUDIT COMMITTEE MATTERS
	24			AUDIT COMMITTEE REPORT
	25			PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	26			EXECUTIVE COMPENSATION MATTERS
	26			Ingevity's Executive Officers
	27			COMPENSATION DISCUSSION & ANALYSIS
	27			Executive Summary
	27			Compensation Design; Pay Elements
	28			Executive Compensation Philosophy
	29			Roles and Responsibilities: Leadership Development and Compensation Committee, Compensation Consultant, Executive Officers
	32			Short-Term Incentive Plan and 2020 Awards
	34			Long-Term Incentive Plan and Awards
	37			Additional Elements of ~~an organization that has a relationship with the Company).~~NEO Compensation
	~~Upon the recommendation~~37			Other Compensation Policies and Practices
	38			Anti-Hedging
	40			Risk Analysis
	41			LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE REPORT
	42			COMPENSATION TABLES AND OTHER MATTERS
	42			SUMMARY COMPENSATION TABLES
	49			No Gross-Up; Release of ~~our Governance Committee, the~~ Claims
	49			Equity Acceleration (Double Trigger)
	50			CEO Pay Ratio Disclosure
	51			PROPOSAL 3: SAY ON PAY
	52			OWNERSHIP OF EQUITY SECURITIES
	53			CODES OF CONDUCT & ETHICS
	53			RELATED PARTY TRANSACTIONS
	54			Q&A - ANNUAL MEETING, PROXY SOLICITATION AND VOTING INFORMATION
	58			Q&A - STOCKHOLDER COMMUNICATIONS, STOCKHOLDER PROPOSALS AND COMPANY DOCUMENTS
	A-1			APPENDIX A: NON-GAAP FINANCIAL MEASURES

INDEX OF FREQUENTLY REQUESTED INFORMATION

	24			Auditor Fees
	52			Beneficial Ownership
	12			Board has affirmatively determined that, with the exception of Mr. Wilson, Ingevity’s Chief Executive Officer (“CEO”), each of the remaining directors — Mses. Blackwell, Gulyas, and Narwold, and Messrs. Kelson, Fernandez-Moreno, Fitzpatrick, Lynch, and Sansone, is independent.Skills & Experience ~~Board Meetings~~ Our Board meets on a regularly scheduled basis during the year to review significant developments affecting our Company and to act on matters requiring board approval, and may hold special meetings between scheduled board meetings when appropriate. The Board met six times during fiscal year 2018. All directors attended 75 percent or more of these meetings and of the meetings of all committees of the Board on which they served that were held during fiscal year. ~~Executive Sessions of Non-Management Directors~~ ~~Our Governance Guidelines require that the non-management members of our Board meet in executive session without management participation 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 our Board meet in executive session at least once a year.~~ ~~Director Attendance at Annual Meetings~~ ~~Directors are invited and encouraged to attend the Company’s Annual Meeting. All of our then serving Directors attended the 2018 Annual Meeting.~~ ~~INGEVITY - 2019 Proxy Statement - 10~~
	~~TABLE OF CONTENTS~~9			Board Leadership Structure
	50			~~Our Board has determined that having an independent director serve as the Chairman of the Board is currently the best governance structure for the Company. Separating the positions of Chairman and~~ CEO ~~allows the CEO to focus on executing the Company’s strategic plan and managing the Company’s operations and performance and~~Pay Ratio
	14			facilitates improved communications and relations between the Board, the CEO and other senior leaders of the Company. Our Board regularly reviews 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. ~~Codes of Business Conduct and Ethics~~ The Company maintains three codes of business conduct and ethics (collectively, the “Codes of Ethics”) 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 of Ethics 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.~~Guidelines - NG&S Committee Process
	10			Director Independence
	9			Board's Role in Risk Oversight
	11			~~Our~~ Board ~~believes that full~~Meetings & Attendance
	19			Director Nominees & Biographies
	11			Board & Committee Self-Evaluations
	26			Executive Officers
	27			Compensation Design & Pay Elements
	30			Peer Group Analysis
	29			Roles & Responsibilities: Leadership Development and open communication between management and the Board is essential for effective risk management and oversight. Our Board meets with our CEO and other senior management at regular Board meetings to discuss strategy and 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 management in the areas of internal controls and procedures, information technology and cyber security risk and legal and regulatory compliance. ~~The Audit Committee also discusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposure. The~~ Compensation Committee, ~~assists~~Compensation Consultant, Executive Officers
	16			Stock Ownership Guidelines
	53			Related Party Transactions
	40			Risk Analysis
	29			Executive Compensation Governance Practices
	31			NEO Compensation
	37			NEO Stock Ownership Policy
	38			Recoupment Policy
	38			Severance and Double Trigger Change of Control Arrangements
	39			Retirement Plans, Welfare Benefits and Perquisites
	40			Tax and Accounting Considerations
	43			Grants of Plan-Based Awards in 2020
	45			Outstanding Equity Awards at 2020 Fiscal Year End
	46			Option Exercises and Stock Vesting during Fiscal Year 2020
	46			Pension Benefits Table - 2020
	47			Understanding Our Pension Benefits Table
	47			Non-Qualified Deferred Compensation at 2020 Fiscal Year End
	48			Potential Payments upon Change in Control & Non-Change in Control Event
	49			Release of Claims and Non-Competition and Non-Solicitation Agreement

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2021 PROXY SUMMARY

This summary highlights information about Ingevity Corporation (“Ingevity”, “we”, “our”, “us” or the “Company”) and certain information contained elsewhere in this Proxy Statement for our 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting” or the “meeting”). It does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.

2020 Business Highlights

During the course of 2020, we experienced a CEO transition and endured the significant economic downturn caused by COVID-19. Despite these hurdles, we strengthened our senior management team; reduced costs; placed greater emphasis on organic growth and innovation; and saw our gross margins and adjusted EBITDA⁽¹⁾ margin accrete.

Mixed Bottom Line Results in Performance Chemicals

Lower oilfield and industrial specialties sales due to COVID-weakened industrial demand

Slight growth in pavement technologies sales buoyed by strength in North America and moderate growth overseas

Sales of engineered polymers products remained steady, with the successful launch of a new innovation center and completion of reactor replacement project to support future growth in the Capa® family of chemistries

Revenues were down 12% versus 2019

Segment EBITDA were down 19% versus the prior year

Record Top Line Growth in Performance Materials

Adept adaptation and response to the strong decline and then snap-back in global automotive production through skillful management of global production planning, inventory and logistics

New production records set for “honeycomb” scrubbers to meet strong customer demand

Successful kiln replacement in Covington, Va., facility and capacity increase at Zhuhai, China, facility

Continued advancement of adsorbed natural gas technology through the acquisition of the assets of ANGP, Inc. and new pilot initiatives with several U.S. natural gas utilities

Revenues were up 4% versus 2019

Segment EBITDA were up 17% versus the prior year

Solid Overall Financial Results

Revenues of $1.216 billion, down 6% versus 2019

Net income of $181.4 million was down 1.3%; net income margin was 14.9%, up 70 basis points

•	Adjusted EBITDA⁽¹⁾ of $397.9 million were fundamentally even with the prior year

•	Adjusted EBITDA margin⁽¹⁾ accreted to 32.7% of sales, up 200 basis points from 2019

•	Operating cash flow was $352.4 million resulting in free cash flow⁽¹⁾ of $270.3 million

Sold $550 million senior unsecured notes as part of debt profile restructuring and authorized $500 million in share repurchases, with $88 million in shares repurchased in 2020

•	Year-end net debt ratio⁽¹⁾ of 2.45x

Decline in Safety Performance

Total employee case incident rate (TCIR) rose to 0.59, a 37% increase from the prior year

Renewed emphasis on safety initiatives with a focus on “near misses” to drive improved performance amidst COVID-19

Progress on Key Initiatives

•

Continued focus on sustainability program; issued sustainability report that included four corporate sustainability goals to help build accountability for our ~~Board in fulfilling its oversight responsibilities~~environmental, social and governance (“ESG”) efforts; published two reports outlining the net positive greenhouse gas (“GHG”) emission reduction benefit of two products; maintained our Silver rating from EcoVadis for Corporate Social Responsibility (“CSR”) and improved to a 70^th percentile rating with the Dow Jones Sustainability Index (DJSI)

	4			INGEVITY - 2021 Proxy Statement

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Inclusion and Diversity Task Force took on greater importance with U.S. events related to racial injustice; enhanced activities offered to employees to denounce discrimination and recommit to our “IngeviWay” values of fairness and respect

Shared “Ingevity 2.0,” a re-energized approach to our vision and strategy that places greater emphasis on sustainability, customer-centricity and innovation

Bolstered leadership team with a critical new addition in Stacy Cozad as executive vice president, general counsel and secretary

(1)

See Appendix A for more details on Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Net Debt Ratio and for reconciliation of these non-GAAP financial measures to the management of risks arising from our compensation policies and programs and with respect to succession planning for management. The Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, corporate governance and succession planning for our directors. While Board committees are responsible for assisting the Board in evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed through management and committee reports about such risks and steps taken to manage and mitigate them.nearest GAAP measures.

Board Overview (as of March 8, 2021)

Jean S. Blackwell (Chair)

2016

Retired, Senior Executive at Cummins Inc. including CFO, VP Human Resources and General Counsel

Yes

⯀

Luis Fernandez-Moreno

2016

Sole Member, Strat and Praxis; Previously Senior Executive roles at Ashland Inc. and Rohm & Haas

Yes

⯀

Chair

J. Michael Fitzpatrick

2016

Retired, Chairman and CEO, Citadel Plastics Holdings; previously President and COO Rohm & Haas

Yes

⯀

John C. Fortson

2020

President and CEO and interim CFO and Treasurer at Ingevity Corporation; previously EVP, CFO and Treasurer at Ingevity Corporation and VP, CFO and Treasurer at AAR Corporation

Diane H. Gulyas

2019

Retired, Senior Executive at E.I. du Pont de Nemours, including President, Performance Polymers

Yes

⯀

Frederick J. Lynch

2016

Operating Partner, AEA Investors LP; retired President and CEO, Masonite International Corporation

Yes

Chair

⯀

Karen G. Narwold

2019

EVP, Chief Administrative Officer and General Counsel, Albemarle Corporation

Yes

⯀

Daniel F. Sansone

2016

Retired, Senior Executive at Vulcan Materials, including CFO and EVP of Strategy

Yes

Chair

⯀

AC: ~~INGEVITY - 2019 Proxy Statement - 11~~ ~~TABLE OF CONTENTS~~ ~~In particular, our Board exercises active oversight in respect of cybersecurity and risk management associated with cybersecurity, regularly reviewing the~~ ~~Company's cybersecurity risk profile, readiness and mitigation activities, and appropriateness of resourcing and management engagement.~~ ~~Interested Party Communications with the Board~~ Interested parties, including stockholders, may communicate by mail with all or selected members of the Board. 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 of the Board,” “Chair of the Nominating and Governance Committee” or “All Non-Management Directors”). All 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, except that we reserve the right not to forward any abusive, threatening or otherwise inappropriate materials. ~~Committees of our Board~~ The Board has three standing committees that met during fiscal year 2018: the Audit Committee, the Governance Committee, and the Compensation Committee. Each of these committees is composed entirely of directors who have been determined by the Board to be independent under current NYSE standards. Each committee operates under a charter approved by 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 By-Laws. Ingevity’s Executive Committee held no meetings during fiscal 2018.			Audit Committee			NG&S:			Nominating Governance & Sustainability Committee
~~Ms. Blackwell~~LD&C:			Leadership Development & Compensation Committee

INGEVITY - 2021 Proxy Statement			5

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Corporate Governance Highlights

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

Board Independence and ~~Messrs. Fernandez-Moreno, Fitzpatrick and Sansone are the current members~~Composition	•	7 of our ~~Audit~~8 directors are independent
	•	All standing committees are composed solely of independent members
	•	Executive sessions of independent directors held at every regular Board meeting and most regular committee meetings
	•	“Overboarding policy” prohibits directors from serving on more than four other public company boards (two other boards in the case of any director serving as CEO of a public company or three other boards in the case of any director serving as an officer of a public company)
	•	Diverse board in terms of gender, ethnicity, experiences, skills
Best Practices	•	Active stockholder engagement; Director-stockholder engagement policy
	•	Regular updates to Board on investor perspectives and engagement
	•	Board leadership role in CEO and executive succession planning
	•	Annual Board and Committee self-evaluations
	•	Board oversight of key risk areas and ~~Ms. Blackwell serves as Chair.~~risk management program, including cybersecurity related matters
	•	Enhanced Board oversight of ESG issues and priorities, with oversight responsibility assigned to the Nominating Governance & Sustainability Committee (the “NG&S Committee”)
	•	Robust stock ownership guidelines
	•	Comprehensive new director orientation
	•	Policies prohibiting hedging and pledging of our shares
Accountability	•	Bi-annual election of independent Chair by non-employee directors
	•	Annual evaluation of CEO performance and compensation by independent directors; use of independent compensation consultant
	•	Clawback policy applicable to short- and long-term incentive plans
	•	Comprehensive Codes of Conduct and Compliance & Ethics Program
	•	Annual sustainability report now includes measurable corporate sustainability goals
Stockholder Rights	•	Annual election of all directors
	•	Majority voting with director resignation policy (plurality in contested elections)
	•	Stockholder right to call special meeting
	•	No poison pill or dual-class shares
	•	One share, one vote standard

	6			INGEVITY - 2021 Proxy Statement

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Sustainability Highlights

Commitment to Sustainability Goals

We recognize that our actions have a global impact and we acknowledge our responsibility to conduct our business responsibly. By doing so, we not only create long-term value for our company and our stakeholders; we also create a source of great pride for our employees through our unique sustainability value proposition. To that end, we established our first set of four sustainability goals in 2020, which reflect our commitment to integrating responsible ESG principles into our global business strategy and decision making. We will use these goals to focus and track our efforts and will continue to report on our progress towards accomplishing them.

We will complete an initiative to quantifiably evaluate the societal benefit of our significant product lines by 2022	•	We are working to tell our story in a quantifiable way through a series of GHG lifecycle assessment studies conducted by a third party
	•	The ~~Board has determined that each~~focus is scope 1, 2 and 3 GHG emissions¹ related to our products and their end uses
	•	Results will be published on ingevity.com and in future sustainability reports
	•	Studies are complete for Nuchar® and Evotherm®, indicating GHG reduction benefits between 10 and up to 23 times, respectively
We will reduce our scope 1 and scope 2 GHG emissions intensity by 5% from 2020 to the end of ~~Ms. Blackwell~~2025	•	Metrics developed in 2020 will serve as our benchmark moving forward
	•	By reducing our GHG emissions intensity, we aim to protect human populations and ~~Messrs. Fitzpatrick~~our natural ecosystems by reducing the impacts of climate change
	•	This goal is based on an evaluation of planned capital projects over the next few years
	•	We are working to determine our scope 3 emissions 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 interpretedwill integrate a scope 3 reduction goal into our sustainability efforts in the future
We will disclose results of improvement actions taken in response to 2020 employee engagement survey by the end of 2022	•	One of the ways we are fostering the company’s long-term success is by helping our team members realize their full potential and keeping them engaged
	•	We partnered with Gallup in 2020 to conduct a robust employee engagement survey
	•	We will report on the impacts of actions taken in response to survey results, as well as the metrics and the data used to assess our performance, by the end of 2022
Between 2020 and 2025, we will invest $6 million into our communities	•	Our IngeviCares philanthropy program focuses charitable giving and involvement in the areas of sustainability, education and well-being
	•	IngeviCares will be the vehicle through which we invest $6 million into our communities in the six-year period from 2020 through 2025

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Leveraging Sustainability as a Competitive Advantage

As part of “Ingevity 2.0,” the re-energized approach to our vision and strategy, sustainability is one of the key areas where we will place greater emphasis and expect to grow our company’s revenue and profitability as a result. A remarkable 77% of our revenue comes from sustainable products, and as our customers work to decrease their carbon footprints, we have a unique, differentiated opportunity to help solve their challenges with our chemistry.

Throughout 2020, our focus on leveraging sustainability has focused on three key elements to add increased value for customers and further our brand promise to purify, protect and enhance the world around us.

GHG Reduction Benefit Studies	•	Initial studies completed for Nuchar and Evotherm
	•	Launched second phase of studies for four additional products
	•	Coordinating plan for the remainder of our portfolio to be included in the studies
ESG Ratings and Green Product Certifications	•	Prioritized third-party ESG ratings; aim for top-quartile rank in each one we pursue
	•	Maintained Silver rating from EcoVadis for CSR; moved to 70^th percentile on the DJSI
	•	Participating in ACC’s sustainability metric development and reporting pilot program
	•	Results of Q1 2021 customer survey will inform broader product certification plan
Expanding Regulatory Advocacy	•	Leverage success in Performance Materials gasoline vapor emission control to expand regulatory advocacy to the benefit of other product platforms
Expanding Regulatory Advocacy	•	Some platforms being considered include asphalt, adhesives and alt-fuel technologies

(1)	Scope 1: Direct from operations; Scope 2: From purchased energy/utilities; Scope 3: From transacting business

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BOARD AND GOVERNANCE MATTERS

CORPORATE GOVERNANCE

Role of the Board of Directors

Ingevity is governed by a Board of Directors (the “Board”) and committees of the Board that meet throughout the year. The Board is elected by the stockholders to oversee and provide guidance on the Company’s business and affairs. The Board is actively engaged in the process of strategic development and oversight of ongoing execution of the Company’s strategic plan. It oversees management’s activities in connection with the proper safeguarding of the assets of the Company, maintenance of appropriate financial and other internal controls, compliance with applicable laws, regulations and ethical standards, and proper governance. One of the Board’s most important functions is oversight of risk management, including cybersecurity. The Board is committed to sound corporate governance policies and practices that are designed to enable the Company to operate its business responsibly, with integrity, enabling the Company to compete effectively, sustain its business and build long-term stockholder value. The Company’s Corporate Governance Guidelines which have been adopted by the Board and set forth certain corporate governance practices, are available on our website at http://ir.ingevity.com/governance/documents. These guidelines form a transparent framework for the effective governance of the Company, 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 Corporate Governance Guidelines are periodically reviewed by the NG&S Committee in light of changing regulations, evolving best practices and other governance developments.

Board Leadership Structure

Our Board regularly reviews 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. From our inception as a public company in May 2016 until February 2020, we separated the roles of CEO and Chairman of the Board with D. Michael Wilson serving as our CEO and Richard B. Kelson serving as our independent Chairman. In February 2020, in connection with Mr. Wilson’s resignation as our President and CEO, the Board appointed Mr. Kelson to serve as the Company’s interim President and CEO and determined that, given the circumstances, it was in the best interests of the Company for Mr. Kelson to continue to serve as Chairman given his strong leadership skills and in order to maintain continuity. In accordance with our Corporate Governance Guidelines, the Board also appointed Frederick J. Lynch to serve as the Board’s Lead Independent Director beginning in February 2020.

Effective September 1, 2020, the Board appointed John. C. Fortson as the Company’s next President and CEO. The Board also determined at that time that it was in the best interests of the Company to return to its historic approach of separating the roles of CEO and Chairman with Mr. Kelson continuing to serve as Chairman. As a result, Mr. Lynch ceased serving as Lead Independent Director effective September 1, 2020. Following Mr. Kelson passing away, the Board elected Jean S. Blackwell to serve as Chair effective February 18, 2021.

The Board believes that separating the positions of CEO and Chairman (i) allows the CEO to focus on executing the Company’s strategic plan and managing the Company’s operations and performance and (ii) facilitates improved communications and relations between the Board, the CEO and other senior leaders of the Company. Under our Corporate Governance Guidelines, our Board Chair is elected to serve a two-year term, unless otherwise determined by the Board.

Our Board’s Oversight Role

The Board actively oversees the development and execution of our strategies, including those related to business, operations and finance, as well as strategies focused on legal and regulatory matters, corporate responsibility and sustainability, stockholder engagement, innovation and protection of intellectual property, cybersecurity, talent development and executive succession.

The Board, acting as a full Board and through its committees, oversees risk management on behalf of the Company. Our Board believes it has in place effective processes to identify and oversee the material risks facing the Company. The Company’s enterprise risk management processes help 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

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significant risk to the enterprise. The Company’s risk management processes are regularly refreshed, including priorities and planned remediations. Management reports regularly to the Board on this process.

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

Legal, Compliance and Regulatory Risk: 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 to the Audit Committee by our General Counsel and internal audit function provide insight into our risk assessment and risk management policies and processes.

Financial and Accounting Risk: The Audit Committee oversees the management of financial, accounting, internal controls and liquidity risks. This oversight includes interaction at Audit Committee meetings with the Chief Financial Officer, management from our financial, accounting, internal audit and treasury functions, and 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 remediate such exposure.

Reputational and Governance Risk: The NG&S Committee oversees risks related to Board organization, Board membership, including director refreshment and succession, Board structure and other corporate governance matters. This Committee also has responsibility for reviewing and monitoring our corporate responsibility and sustainability programs, including oversight over ESG matters. In addition to reporting to the NG&S 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.

•

Executive Compensation Program Risk: The Leadership Development & Compensation Committee (the “LD&C Committee”) assists our Board in fulfilling its ~~business judgment, in compliance~~oversight responsibilities with respect to the ~~NYSE listing standards requirements~~management of risks arising from our compensation policies and programs and with respect to succession planning for ~~audit committee members. The Board has also determined that~~management. See “Compensation Discussion and Analysis”, beginning at page 27, for more information.

Cybersecurity Risk: The Audit Committee oversees our cybersecurity program and management of the associated risks. The Committee receives regular updates from our Chief Information Officer on cybersecurity matters and our risk management program. Cybersecurity risk matters are regularly reviewed in joint session with the full Board.

Director Independence

Our Board with the assistance of the NG&S Committee annually conducts an assessment of the independence of each director in accordance with our Corporate Governance Guidelines, applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), and the general listing standards of the New York Stock Exchange (the “NYSE”). The Board assesses each director’s independence by reviewing any 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 other material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company).

Upon the recommendation of the NG&S Committee, the Board has affirmatively determined that each of Mses. Blackwell, Gulyas, and Narwold, and Messrs. Fernandez-Moreno, Fitzpatrick, Lynch, and Sansone, is independent, in accordance with applicable rules and regulations of the SEC and the general listing standards of the NYSE.

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~~members~~

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Board and Committee Self-Evaluations

The NG&S Committee assists the Board in annually assessing the effectiveness of the Board and its committees in carrying out their respective roles, as described below.

Examples of actions the Board has taken in recent years in response to the annual evaluation process include increasing the size of the Board to create more opportunity for diversity, followed by the subsequent appointment of two additional women to the Board, the assignment of oversight of corporate responsibility and sustainability to the NG&S Committee, the assignment of oversight of matters relating to the attraction, development and retention of the Company’s leadership to the newly renamed LD&C Committee and the rotation of the chair of the NG&S Committee.

Board Meetings and Attendance; Executive Sessions

Our Board meets on a regularly scheduled basis during the year to review significant developments affecting our Company and to act on matters requiring Board approval and may hold special meetings between scheduled Board meetings when appropriate. The Board met eight times during fiscal year 2020. All directors attended 75 percent or more 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 held during the period he or she was a member of the respective committee. All directors attended the 2020 Annual Meeting.

Our Corporate Governance Guidelines require that the non-management members of our Board meet in executive session without management present at each regularly scheduled Board meeting. Our Committees generally also meet in executive session without management participation at each regularly scheduled Committee meeting.

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Board Composition and Diversity

Our Board is committed to ensuring that it has the right mix of skills, background, tenure, experience and diversity. The current composition of our board is as follows:

Board Skills and Experience

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Committees of Our Board of Directors

Our Board has established three standing committees to assist it with the performance of its responsibilities. Our Board elects the members of these committees annually, based on the recommendations of the NG&S Committee. After each committee meeting, a report is provided by the committee Chair to the full Board. Each committee is composed entirely of directors who have been determined to be independent under the relevant SEC and NYSE standards. Each committee operates under a charter, which is reviewed annually. The committee charters are available under the Corporate Governance tab at http://ir.ingevity.com. The Board also has established an Executive Committee, currently composed of Ms. Blackwell (chair), Messrs. Fernandez-Moreno, Lynch, and Sansone. The Executive Committee is authorized to exercise certain powers of the Board between Board meetings when a meeting of the full Board is impractical or not warranted under the circumstances. The Executive Committee did not meet during the past fiscal year. The information presented below with respect to the Chair and other members of each standing committee is as of March 8, 2021.

	Audit Committee
	2020 Meetings: 9 Report See page 24			Chair Daniel F. Sansone Other Members Jean S. Blackwell Luis Fernandez-Moreno J. Michael Fitzpatrick Karen G. Narwold

The Audit Committee assists our Board in fulfilling its responsibilities with respect to the oversight 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; (7) specific financial strategy initiatives as requested by the Board or management; and (8) risk management over cybersecurity. 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. See pages 24 – 25 for further information related to the Audit Committee, including fees paid to our independent auditor, the committee��s auditor fee pre-approval policy and the committee’s report.

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 members of the Audit Committee are 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 Audit~~Leadership Development & Compensation Committee ~~assists our Board in fulfilling its responsibilities with respect~~
	2020 Meetings: 8 Report See page 41			Chair Frederick J. Lynch Other Members Jean S. Blackwell Diane H. Gulyas Daniel F. Sansone

The LD&C Committee’s duties include setting the overall compensation strategy and policies for our executives and non-employee directors. The committee is responsible for determining and approving CEO compensation and reviewing the compensation of our other executive officers, including salary, annual incentive awards and long-term incentive awards. The LD&C Committee also oversees the development of executive succession plans, inclusion and diversity policies and programs and employee engagement initiatives. In addition, the committee evaluates the design and effectiveness of our compensation programs and monitors risks related to such design. See pages 27 - 41 for further information related to the oversight 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

INGEVITY - ~~2019~~2021 Proxy Statement ~~- 12~~			13 ~~TABLE OF CONTENTS~~ financial management and resources; (7) specific financial strategy initiatives as requested by the Board or management; and (8) oversight and risk management over cybersecurity. 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 nine meetings during fiscal 2018.			~~Compensation Committee~~ Mses. Blackwell and Gulyas, 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

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LD&C Committee, including a discussion of our compensation programs and the committee’s report. The LD&C Committee consists entirely of non-management directors, all of whom our Board has determined are independent in accordance with the heightened independence standards established by the Exchange Act and adopted by the NYSE for compensation committee members.

	Nominating, Governance & Sustainability Committee
	2020 Meetings: 4			Chair Luis Fernandez-Moreno Other Members J. Michael Fitzpatrick Diane H. Gulyas Frederick J. Lynch Karen G. Narwold

The NG&S Committee identifies individuals qualified to become Board members consistent with the criteria established by our Board and described in our Corporate Governance Guidelines, and recommends a slate of nominees for election at each annual meeting of stockholders; makes recommendations to our Board concerning the appropriate size, function, needs and composition of our Board and its Committees; advises our Board on corporate governance matters; oversees the annual Board and Committee self-evaluation process; and provides oversight over corporate responsibility and sustainability matters, including the Company’s ESG programs and policies.

The NG&S Committee consists entirely of non-management directors, all of whom our Board has determined are independent within the meaning of the listing standards of the NYSE.

LD&C Committee Interlocks and Insider Participation

No member of the LD&C 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 LD&C Committee (or other committee performing similar functions) or on the board of directors of any entity at which a member of the LD&C Committee or Board served as an executive officer.

NG&S Committee Process – Director Candidates

The NG&S Committee evaluates all director candidates in accordance with the director qualification standards described in our Corporate 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 discharge his or her duties as a director in accordance with our Corporate Governance Guidelines; (3) a willingness and ability to devote sufficient time and energy to carry out his or her duties; and (4) having sufficient experience to enable the director to meaningfully participate in deliberations of the Board and one or more of its committees and to otherwise fulfill his or her duties. In addition, the NG&S Committee will evaluate a candidate’s independence, skills and experience in the context of our Board’s needs. Pursuant to our Corporate 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. The Board’s consideration of the diversity of experience, background and thought represented by director candidates includes the consideration of ethnic and gender diversity. In 2019, the Board elected two additional women to serve on the Board, resulting in a Board that is currently 50% diverse based on gender and ethnicity.

Stockholder Recommendations - Director Candidates

The NG&S 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 NG&S Committee with the information required by the Company’s By-Laws 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 58.

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Interested Party Communications with the Board

Interested parties, including stockholders, may communicate by mail with all or selected members of the Board. 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, “Chair of the Board,” “Chair of the NG&S Committee” or “All Non-Management Directors”). All correspondence should be sent via U.S. Mail to: Ingevity Corporation, 4920 O’Hear Ave, Suite 400, N. Charleston, SC 29405, Attn: Corporate 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, 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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DIRECTOR COMPENSATION

Cash Compensation

During 2020, each non-employee director received $90,000 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. Mr. Kelson while serving as interim President and CEO received his annual retainer and chairman retainer in addition to his interim President and CEO compensation, as discussed in the Compensation Discussion and Analysis and supporting tables beginning on page 27.

Each non-employee director who served as either the Board Chair, Lead Independent Director, or as a Committee Chair received an additional retainer as follows: Chairman of the Board: $100,000; Lead Independent Director: $18,750 (prorated amount of $25,000 retainer for partial year service), Audit Committee Chair: $20,000; LD&C Committee Chair: $15,000 and NG&S Committee Chair: $12,000.

Stock Awards

Each non-employee director receives an annual award grant of Ingevity restricted stock units (“RSUs”) equivalent to approximately $105,000 at the time of grant. These are made to non-employee directors under the Company’s 2016 Omnibus Incentive Plan (the “Omnibus Plan”) and under the terms and conditions applicable to their grants. The directors become vested in their RSUs on the first anniversary of the award date. For the fiscal year ended 2020, the number of RSUs granted was determined based on the closing price of the Company’s Common Stock as traded on the NYSE on April 24, 2020.

Non-employee directors have the option to elect to receive their 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 award in the form of DSUs. DSUs representing cash retainers vest in full upon grant but settle upon termination of service with the Board. RSUs converted into DSUs (annual stock award) are subject to one-year vesting and are also settled upon termination of service with the Board.

A 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, or within thirty days of becoming a director. No changes to the DSU settlement date are permitted absent a hardship.

Stock Ownership Guidelines; Prohibition on Hedging

Under our stock ownership guidelines, each non-employee director is expected to hold an amount of Ingevity common stock equal to five times the annual base cash retainer. Shares owned outright by the director, or his or her immediate family members residing in the same household, in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines, as well as vested and unvested RSUs and DSUs. Until a non-employee director meets these guidelines, he or she must hold 50 percent of his or her vested RSUs. If a non-employee director does not meet these guidelines within five years, he or she must hold 100 percent of his or her vested RSUs. As of December 31, 2020, each non-employee director has attained the minimum stock ownership levels based on holdings except for Mses. Gulyas and Narwold who are respectively on track for compliance, each having joined the Board in February 2019 and therefore not having requirements to meet the minimum guidance until February 2024.

Our directors are not permitted to engage in hedging activities with respect to our stock. See page 38 for more information about the Company’s anti-hedging policy.

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2020 Director Compensation Table

Beginning February 20, 2020 through August 31, 2020, Mr. Kelson served as the Company’s interim President and Chief Executive Officer. As a result, Mr. Kelson’s 2020 compensation, including his fees and awards received on account of his service as a director, is reported and discussed in the Compensation Discussion and Analysis and supporting tables beginning on page 27.

The following table includes information concerning compensation for service as a director paid to or earned by our directors during the fiscal year ended December 31, 2020:

Name	Fees earned or paid in cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	TOTAL
Jean S. Blackwell	110,000	105,024	215,024
Luis Fernandez-Moreno	90,000	105,024	195,024
J. Michael Fitzpatrick	102,000	105,024	207,024
Frederick J. Lynch⁽³⁾	123,750	105,024	228,774
Daniel F. Sansone	90,000	105,024	195,024
Diane Gulyas	90,000	105,024	195,024
Karen Narwold	90,000	105,024	195,024
D. Michael Wilson⁽⁴⁾	—	—	—
John C. Fortson⁽⁴⁾	—	—	—

(1)	This column includes fees earned or paid in cash, representing the annual retainer, and where applicable the Chairman retainer and the committee chair retainers.

(2)

The ~~purpose~~amounts shown in this column represent the aggregate grant date fair market value of restricted stock units granted in 2020 to non-employee directors computed in accordance with FASB ASC Topic 718. As of December 31, 2020, each director held 2,695 restricted stock units that will vest on April 24, 2021.

(3)

Upon Mr. Kelson’s appointment as Interim President & Chief Executive Officer of the Company, Mr. Lynch was appointed as Lead Independent Director. Further, Mr. Lynch’s appointment resulted in an increase in his independent director fees in the amount of $25,000 which was pro-rated for his service time, resulting in him earning $18,750 for service as the lead independent director during the period February 20 – August 31, 2020.

(4)	Neither Mr. Wilson nor Mr. Fortson earned or were paid any director fees during their respective service as a non-independent director in 2020.

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	Proposal
	1			Election of Directors
				Our Board recommends a vote FOR each nominee.

Our NG&S Committee has recommended, and the Board of Directors has nominated for election as directors at the Annual Meeting, the eight nominees named below. Each nominee currently serves as a director of the Company, and each nominee, with the exception of Mr. Fortson who was appointed by the Board on September 1, 2020, was elected by our stockholders to serve until the 2021 Annual Meeting of stockholders and until his or her successor has been elected and qualified.

Each director elected at the 2021 Annual Meeting will serve until the 2022 Annual Meeting of Stockholders and until his or her successor has been elected and qualified. Each director nominee has consented to being named in this proxy statement and to serving as a director if elected. If any nominee is unable to stand for election for any reason, the shares 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.

Any director who is not elected shall offer to tender his or her resignation to the Chair of the Board and the NG&S Committee. The NG&S 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 NG&S 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 NG&S Committee deliberations and recommendation or in the Board’s deliberations and decision whether to accept or reject the resignation offer.

The information below and in the matrix on page 12 provides information as to the particular experiences, qualifications, attributes and skills of each nominee. The NG&S Committee and the Board believe that, as a group, these nominees provide our Board with an optimal balance of experience, leadership, qualifications, attributes and skills and that each individual nominee can make a significant contribution to the Board and should serve as a director of the Company.

Recommendation of the Board

The Board recommends a vote “FOR” each of the eight director nominees named in this Proxy Statement.

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2021 Director Nominees

Jean S. Blackwell
	Age: 66 Director Since: 2016	Board Committees: • Audit • Leadership Development & Compensation ~~Committee~~	Other public company directorships: • Johnson Controls International • Celanese Corporation
Skills and Experience: Ms. Blackwell is our Board Chair, a position she has held since February 17, 2021. Ms. Blackwell has substantial experience in the areas of finance and law, and also as to ~~assist~~matters of corporate responsibility, sustainability and human resources, having served both as a public company CFO and General Counsel, among other corporate leadership roles, and is an “audit committee financial expert”. She also has significant oversight and governance expertise as an experienced public company board member.		Professional Highlights: CEO of Cummins Foundation and EVP of Corporate Responsibility for Cummins Inc. from 2008 until her retirement in 2013. Previous positions with Cummins (joined, 1997) included Chief Financial Officer; Vice President, Cummins Business Services and 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.) and Phoenix Companies, Inc.

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Luis Fernandez-Moreno
	Age: 58 Director Since: 2016	Board Committees: • Audit • Nominating, Governance & Sustainability (Chair)

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 M&A and international experience, having had leadership roles in complex global business operations in Mexico, Brazil, France and the United Kingdom, as well as the United States. Mr. Fernandez also has extensive expertise in the area of sustainability with a focus on integrating responsible ESG principles and metrics into global business strategies to maximize stakeholder value.		Professional Highlights: Sole Manager and Member of Strat and Praxis LLC, a consulting services company, since June 2018. Senior Vice President of Ashland Inc. from 2013 through 2017, including serving as President of its Chemicals Group, President of Ashland Specialty Ingredients, and President, Ashland Water Technologies. 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. Board Chair Huber Engineered Materials, a portfolio company of J.M. Huber Corporation, since 2019; Director Ascensus Specialties International Company, a portfolio company of WindPoint Partners, since 2016; director OQ Chemicals GmbH (formerly Oxea S.a.r.l.), a subsidiary of OQ, an integrated energy company, owned by the Oman government, since 2018.

J. Michael Fitzpatrick
	Age: 74 Director Since: 2016	Board Committees: • Audit • Nominating, Governance & Sustainability

Skills and Experience: Dr. Fitzpatrick has over thirty five years executive experience in the chemicals industry, including service as Chief Executive Officer and Chief Operating Officer. He has extensive experience in technology, M&A and international operations, and is an “audit committee financial expert.” Mr. Fitzpatrick also has significant oversight and governance expertise as an experienced public company board member.		Professional Highlights: Chairman and Chief Executive Officer of Citadel Plastics Holdings until his retirement in 2012. Previous experience included thirty years with Rohm & Haas Company, last serving as President and COO; other roles included Chief Technology Officer and Vice President of Research. Chairman of the Board ~~in fulfilling its responsibilities with respect to compensation~~ of ~~our executives~~Directors of Aurora Plastics, Inc., a privately held company, since 2016; Executive Advisor at WindPoint Partners, a private equity firm, since 2005. Prior public company directorships: McCormick & Company; SPX Corporation; and ~~non-employee directors and oversight of matters relating to our equity compensation and certain employee benefits plans.~~Carpenter Technology Corporation.

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Age: 53

~~The Compensation Committee’s duties include setting the overall compensation strategy~~Director Since:2020

Skills 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.Experience:

~~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 2018.~~

~~Compensation Committee Interlocks and Insider Participation~~

~~No member of the Compensation Committee~~Mr. Fortson has served as ~~an employee~~our President and Chief Executive Officer and interim CFO and Treasurer since September 1, 2020. He previously served as the Company’s Executive Vice President, Chief Financial Officer and 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.

Professional Highlights:

President and Chief Executive Officer and Interim Chief Financial Officer and Treasurer of Ingevity ~~at any time. During the past fiscal year, no executive officer of Ingevity served as a member of the Compensation Committee~~

since September 1, 2020.

~~(or other committee performing similar functions) or on the board of directors of any entity at which a member of the Compensation Committee or Board served as an executive officer.~~

~~Nominating and Governance Committee~~

Ms. Narwold and Messrs. Kelson, Fernandez-Moreno, Fitzpatrick and Lynch are the current members of the Governance Committee, and Mr. Fitzpatrick serves as the Chair. The Board has determined that all members of the Governance Committee are independent as defined in the applicable listing standards of the NYSE.

The purpose of the Governance Committee is to assist the Board in fulfilling its corporate governance responsibilities, including, without limitation, with respect to identifying 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 By-Laws.

~~The principal duties and responsibilities of the Governance Committee are set forth in its charter. Ingevity’s Governance Committee held four meetings during fiscal 2018.~~

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

The Governance Committee evaluates all director candidates in accordance with 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 out his or her

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duties, and (4) having sufficient experience to enable the director to meaningfully participate in deliberations of the Board and one or more of its 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.

~~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 By-Laws 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 52.

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~~DIRECTOR COMPENSATION~~

~~Cash Compensation~~

During 2018, each non-employee director received $85,000 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: $85,000; Audit Committee Chair: $20,000, Compensation Committee Chair: $15,000 and Governance Committee Chair: $12,000.

~~Stock Awards~~

Each non-employee director receives an annual award grant of Ingevity restricted stock units (“RSUs”) equivalent to $95,000 at the time of grant. In 2018, the RSU awards were made to non-employee directors under the Company's 2016 Omnibus Incentive Plan (the "Omnibus Plan") and under the terms and conditions applicable to their grants. The directors become vested in their RSUs on the first anniversary of the award date. For the fiscal year ended 2018, the number of RSUs granted was determined based on the closing price of the Company’s Common Stock as traded on the NYSE on April 26, 2018.

stock units (“DSUs”) under the Omnibus Plan. In addition, each non-employee director may also elect to receive their annual stock RSU award in the form of DSUs. DSUs representing cash retainers would be 100 percent vested, but settled upon termination of service with the Board. RSUs converted into DSUs (annual stock award) would be subject to one-year vesting and also settled upon termination of service with the Board.

~~Stock Ownership Guidelines~~

Non-employee director stock ownership guidelines are five times the annual base cash retainer. Shares owned outright by the director, or his or her immediate family members residing in the same household, in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines, as well as vested and nonvested RSUs and DSUs. Until a non-employee director meets these guidelines, he or she

must hold 50 percent of the net shares gained from the settlement of RSUs. If a non-employee director does not meet these guidelines within five years, he or she must hold 100 percent of the net shares gained from the settlement of RSUs.

~~Each non-employee director is deemed to be on track towards achieving the ownership goal.~~

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~~2018 Director Compensation 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 directors during the fiscal year ended December 31, 2018:

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 170,000
95,055
—
—
—
265,055
Jean S. Blackwell 105,000
95,055
—
—
—
200,055
Luis Fernandez-Moreno 85,000
95,055
—
—
—
180,055
J. Michael Fitzpatrick 97,000
95,055
—
—
—
192,055
Frederick J. Lynch 100,000
95,055
—
—
—
195,055
Daniel F. Sansone⁽³⁾
—
180,225
—
—
—
180,225
D. Michael Wilson —
—
—
—
—
—


~~(1)~~	~~This column includes fees earned or paid in cash, representing the annual retainer, and where applicable the lead director retainer and the committee chair retainers.~~


~~(2)~~	The amounts shown in this column represent the aggregate grant date fair market value of stock units granted in 2018 to non-employee directors computed in accordance with FASB ASC Topic 718. As of December 31, 2018, each director holds 1,224 shares in the form of unvested stock awards.


~~(3)~~	~~Mr. Sansone elected to receive his annual cash retainer for 2018 in the form of DSUs rather than cash, as permitted by the terms of the Non-Employee Director Compensation Plan~~.

~~EXECUTIVE OFFICERS~~

Set forth below is information about our executive officers as of March [ ], 2019, with the exception 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 51)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~~ (October 2015 – September 2020).

Vice President, Chief Financial Officer and Treasurer, ~~in July 2013. Prior to joining~~ AAR Corporation ~~Mr. Fortson was a~~ (2013 – October 2015).

Managing Director, ~~in the Investment Banking Department of~~ Bank of America Merrill Lynch ~~working~~(2000 – 2013).

Diane H. Gulyas
	Age: 64 Director Since: 2019	Board Committees: • Leadership Development & Compensation • Nominating, Governance & Sustainability	Other public company directorships: • W.R. Grace & Co. • Expeditors International of Washington, Inc.

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, global manufacturing and sales, including in the ~~firm’s New York, London~~automotive parts industry. Ms. Gulyas also has significant oversight and ~~Chicago offices. Mr. Fortson is a graduate~~governance expertise as an experienced public company board member.		Professional Highlights: President, Performance Polymers business of E.I. du Pont de Nemours and Company from 2009 until her retirement in 2014. Previous positions in her thirty-five year du Pont career included Global Chief Marketing and Sales Officer, Group Vice President of the ~~United States Military Academy at West Point~~Electronic and ~~has~~Communication Technologies platform, and Vice President and General Manager of the Advanced Fiber business. Chair of the Board of Directors, Ladies Professional Golfing Association. Prior public company directorships: Mallinckrodt Pharmaceuticals and Navistar International Corporation.

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Frederick J. Lynch
	Age: 56 Director Since: 2016	Board Committees: • Leadership Development & Compensation (Chair) • Nominating, Governance & Sustainability
Skills and Experience: Mr. Lynch served as President and Chief Executive Officer of a ~~Master of Business Administration from Duke University’s Fuqua School of Business. Mr. Fortson spent seven~~public, global manufacturing Company for twelve years until his retirement in 2019, also having served as ~~an infantry officer~~a director. He also brings substantial prior executive experience in the ~~U.S. Army. His last assignment was~~chemicals industry, and in-depth knowledge of global business, manufacturing, supply chain management, sustainability and strategic planning.		Professional Highlights: Operating Partner, AEA Investors, LP, a global private investment firm, since January 2020; and Director of Traeger Grills (since July 2020) and Process Sensing Technologies (since December 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 Apharma, Inc., and eighteen years at Honeywell International, including Vice President and General Manager of its specialty chemicals business. Prior public company directorships: Masonite International Corporation.

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Karen G. Narwold
	Age: 61 Director Since: 2019	Board Committees: • Audit • Nominating, Governance & Sustainability

Skills and Experience: Ms. Narwold has over twenty-five years of executive, management, legal and compliance experience in chemicals and manufacturing, including as Chief Administrative Officer and General Counsel of a ~~parachute rifle company commander~~public company. Her areas of expertise include law, corporate governance and compliance, executive compensation, risk oversight, strategic planning, M&A, and cybersecurity. Ms. Narwold also has expertise in the ~~82nd Airborne Division.~~area of sustainability with a focus on leveraging best-in-class benchmarking to drive corporate accountability and reporting.		Professional Highlights: ~~Katherine P. Burgeson (age 61)~~Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of Albemarle Corporation, a global specialty chemicals company, since 2010, including leadership of legal, public affairs (government and regulatory affairs and communications) and compliance organizations. Member of Albemarle’s Enterprise Risk Management and Disclosure Committees. ~~Ms. Burgeson serves~~ Previously held various leadership roles at Symmetry Holdings and Barzel industries, including for both as ~~Executive~~General Counsel, and at GrafTech International, a global graphite and carbon manufacturer and former subsidiary of Union Carbide, including serving as Vice President, General Counsel, Human Resources and ~~Secretary of Ingevity. Ms. Burgeson came to Ingevity~~Secretary.

Daniel F. Sansone
	Age: 68 Director Since: 2016	Board Committees: • Audit (Chair) • Leadership Development & Compensation	Other public company directorships: • AdvanSix Inc.
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, is an “audit committee financial expert”. 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.		Professional Highlights: Executive Vice President and Chief Financial Officer at Vulcan Materials Company, an S&P 500 company and the largest U.S. producer of aggregate-based construction materials, including asphalt, from ~~WestRock, where she~~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.

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AUDIT COMMITTEE MATTERS

Audit and Other Fees

The following table shows the fees paid by the Company to PricewaterhouseCoopers LLP (“PwC”) for audit and other services provided for the fiscal years 2020 and 2019, all of which were preapproved by the Audit Committee or the Audit Committee Chair.

Amounts Shown in $	2020	2019
Audit Fees	1,810,625	2,134,000
Audit-Related Fees	325,000	—0—
Tax Fees	36,000	104,000
All Other Fees	20,000	10,000
Total	2,191,625	2,248,000

Audit Fees. Fees for professional services performed for the integrated audit of the Company’s annual consolidated financial statements included in the Company’s Form 10-K filing and review of financial statements included in the Company’s Form 10-Q filings. The amount also includes other services that are normally provided by PwC in connection with statutory and regulatory filings or engagements. For 2019, this amount includes audit services related to the acquisition of the Capa caprolactones business.

Audit-Related Fees. This includes fees paid for services that are reasonably related to the performance of the audit or review of the Company’s financial statements. For 2020, this includes services provided in connection with debt financing transactions.

Tax Fees. This includes fees and expenses for U.S. federal, state, and international tax planning and tax compliance services.

All Other Fees. This category includes fees for services in connection with attestations by PwC that are required by statute or regulation.

Pre-Approval Policy and 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 $150,000 may be approved by the Chair of the Audit Committee, provided that any such approval is presented to the full Audit Committee at its next regularly scheduled meeting.

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 2020, the Audit Committee received regular reports from management, the internal auditors and PwC, 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 PwC.

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 (“PCAOB”).

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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, 2020.

THE AUDIT COMMITTEE

Daniel F. Sansone, Chair

Jean S. Blackwell*

Luis Fernandez-Moreno

J. Michael Fitzpatrick

Karen G. Narwold

*	Ms. Blackwell served as ~~Associate General Counsel,~~the Chair of the Audit Committee at the time the Audit Committee made the recommendation referred to in this report. Effective February 18, 2021, Mr. Sansone succeeded Ms. Blackwell as Chair of the Audit Committee.


	Proposal
	2			Ratification of the Appointment of Independent Registered Public Accounting Firm Our Board recommends a ~~position she held since July 1, 2015. Prior to~~vote FOR ratification of the ~~merger~~appointment 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.PricewaterhouseCoopers LLP

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 Audit Committee has appointed PwC to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

Although it is not legally required to do so, the Board has elected to seek stockholder ratification of the appointment of PwC as a matter of good corporate governance. If stockholders do not ratify the appointment of 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 PwC will 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 of the 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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EXECUTIVE COMPENSATION MATTERS

Ingevity’s Executive Officers

Set forth below is information about our executive officers as of March 8, 2021, with the exception of Mr. Fortson, who is also a director. See page 21 for a description of Mr. Fortson’s experience and skills. Mr. Woodcock has served in his position with the Company since the Separation from WestRock. Mr. Smith joined the Company in June 2016 and was promoted to his current position in January 2017. Ms. Cozad joined the Company in February 2021.

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~~Vice President and ~~global business director~~Global Business Director for FMC’s ~~health~~Health and ~~nutrition~~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~~Marketing Manager for FMC Water Treatment Chemicals in Manchester, England; ~~global business manager~~Global Business Manager for FMC Process Additives, also in Manchester; ~~director~~Director of ~~business planning~~Business Planning for FMC Chemicals;

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~~division general manager~~ Division General Manager for the ~~active oxidants~~Active Oxidants division; ~~division general manager~~Division General Manager for ~~hydrogen peroxide; general manager~~Hydrogen Peroxide; General Manager for ~~food ingredients~~Food Ingredients for FMC BioPolymer; and ~~division general manager~~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.

Mr. Woodcock serves as Executive Vice President and President, Performance Materials. Mr. Woodcock served as ~~vice president~~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,~~Global Business Director, Automotive. During his 30-year career with the Company, Mr. Woodcock has held various roles including ~~business director,~~Business Director, Automotive, for the Asia-Pacific region, ~~worldwide marketing manager~~Worldwide Marketing Manager for the ~~chemical division’s~~Chemical Division’s non-U.S. business, ~~area sales manager~~Area Sales Manager for Latin America, and ~~technical manager~~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.

Ms. Cozad serves as Executive Vice President, General Counsel and Secretary of Ingevity. Ms. Cozad came to Ingevity from Spirit AeroSystems Holdings, Inc. where she served as Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary since September 2017 and Senior Vice President, General Counsel and Corporate Secretary from January 2016 to September 2017. Prior to joining Spirit AeroSystems, Ms. Cozad served in various roles with Southwest Airlines Co., including Associate General Counsel – Litigation from 2009 to 2015 and Senior Attorney from 2006 to 2009. From 1997 to 2006, Ms. Cozad served as an associate and partner in private law practices. Ms. Cozad holds a bachelor’s degree in behavioral science from Concordia University Texas and a Juris Doctor degree from Pepperdine University.

~~PRINCIPAL STOCKHOLDERS~~

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 25, 2019, of more than 5 percent 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 6,054,180
(1) [ ]%
Common Stock The Vanguard Group
100 Vanguard Blvd.
Malvern, Pennsylvania 19355 4,399,552
(2) [ ]%

26
~~(1)~~	Information provided is based solely on an amendment to Schedule 13G filed on January 28, 2019 by BlackRock, Inc., which reports having sole voting power over 5,961,381 shares and sole dispositive power over 6,054,180 shares.


~~(2)~~	Information provided is based solely on an amendment to Schedule 13G filed on February 12, 2019 by The Vanguard Group, which reports having sole voting power over 87,496 shares, sole dispositive power over 4,305,393 shares, shared voting power over 10,663 shares and shared dispositive power over 94,159 shares.

INGEVITY - ~~2019 Proxy Statement - 17~~

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

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 executive officers as well as directors and executive officers as a group beneficially own less than one percent of the shares of Common Stock outstanding as of February 25, 2019.



~~Name of Beneficial Owner~~	~~Common~~ ~~Stock~~
~~Jean S. Blackwell~~⁽¹⁾	~~6,211~~
~~Luis Fernandez-Moreno~~	~~4,711~~
~~J. Michael Fitzpatrick~~	~~4,711~~
~~Diane H. Gulyas~~	0
~~Richard B. Kelson~~	~~6,394~~
~~Frederick J. Lynch~~	~~4,711~~
~~Karen G. Narwold~~	0
~~Daniel F. Sansone~~	~~7,058~~
~~D. Michael Wilson~~⁽²⁾	~~92,807~~
~~John C. Fortson~~⁽³⁾	~~56,209~~
~~Katherine P. Burgeson~~⁽⁴⁾	~~13,711~~
~~Michael P. Smith~~⁽⁵⁾	~~6,731~~
~~S. Edward Woodcock~~⁽⁶⁾	~~9,113~~
~~Directors and executive officers as a group (13 persons)~~^{(7) (8)}	~~212,367~~


~~(1)~~	~~Includes 4,787 shares held by the Jean S. Blackwell Revocable Trust.~~


~~(2)~~	~~Includes 48,170 stock options exercisable within 60 days of February 25, 2019.~~


~~(3)~~	~~Includes 27,115 stock options exercisable within 60 days of February 25, 2019.~~


~~(4)~~	~~Includes 7,619 stock options exercisable within 60 days of February 25, 2019.~~


~~(5)~~	~~Includes 4,257 stock options exercisable within 60 days of February 25, 2019.~~


~~(6)~~	~~Includes 5,178 stock options exercisable within 60 days of February 25, 2019.~~


~~(7)~~	~~Includes a total of 92,339 stock options exercisable within 60 days of February 25, 2019.~~


~~(8)~~	The stock ownership numbers are provided as of February 19, 2019 and will be updated prior to the filing of the definitive proxy statement. Certain PSU awards will vest before the filing of the final proxy statement and will be added. In addition, the stock ownership numbers will be adjusted for shares surrendered back to the Company to satisfy certain tax withholding obligations.

~~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 percent 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 percent of our Common Stock have been complied with during the fiscal year ended December 31, 2018.

~~INGEVITY - 2019 Proxy Statement - 18~~

~~COMPENSATION COMMITTEE REPORT~~

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review 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 our Annual Report on Form 10-K for fiscal 2018.

~~THE COMPENSATION COMMITTEE~~ ¹

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

¹ ~~Ms. Diane Gulyas is a member of the Compensation Committee but did not become a committee member until after the Compensation Discussion and Analysis was recommended for inclusion in this~~2021 Proxy Statement

~~INGEVITY - 2019 Proxy Statement - 19~~

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Executive Summary~~

Ingevity’s 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. Ingevity's compensation program is centered on a pay-for-performance philosophy, aligning executive compensation with delivered stockholder value.

~~This Compensation Discussion and Analysis (“CD&A”) discusses the compensation program and the compensation decisions made for fiscal year 2018~~

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis (“CD&A”) discusses the compensation program and the compensation decisions made for fiscal year 2020 with respect to the following Named Executive Officers (“NEOs”):

~~Name~~

~~Title~~

~~D. Michael Wilson~~

~~President and Chief Executive Officer~~

~~John C. Fortson~~

~~Executive Vice President, Chief Financial Officer & Treasurer~~

~~Katherine P. Burgeson~~

~~Executive Vice President, General Counsel & Secretary~~

~~Michael P. Smith~~

	Name	Title
	John C. Fortson	President & Chief Executive Officer and Interim Chief Financial Officer & Treasurer
	Michael P. Smith	Executive Vice President & President, ~~Performance Chemicals, Strategy and Business Development~~
~~S. Edward Woodcock~~	~~Executive Vice President & President, Performance Materials~~

~~2018 Performance Highlights~~

In 2018, Ingevity made significant progress on each of the six elements of its strategy. The result was very strong financial results and cash generation which enabled us to reinvest in our business, drive profitable growth and reward stockholders. The Compensation Committee took these results in account when setting compensation of our CEO and the other NEOs.


1)	~~Capturing value for stockholders by creating value for our customers~~

~~Drove improved financial performance in the~~ Performance Chemicals, ~~segment by focusing on higher-margin applications, containing costs~~Strategy and ~~synergy capture~~Business Development

Met the operational and investment challenges inherent in the growing Performance Materials segment related to automotive applications while continuing to advocate for more stringent gasoline vapor emission control and proactively defending intellectual property


2)	~~Expanding our geographic reach~~

~~Continued to drive adoption of Evotherm® warm mix asphalt products and are now doing business in seven new countries~~S. Edward Woodcock

~~Launched new activated carbon extrusion plant in Changshu, China~~


3)	~~Accelerating innovation~~

~~Launched 20 new products and filed five new patent applications in Performance Chemicals~~

~~Filed a new low-purge patent in~~Executive Vice President & President, Performance Materials

~~Made progress in developing~~D. Michael Wilson

Former President and ~~promoting our adsorbed natural gas (ANG) technology for bi-fuel vehicles~~Chief Executive Officer


4)	~~Driving continuous improvement in execution~~

~~Executed capital plan including several significant projects:~~Richard B. Kelson


◦	~~Continued ramp-up of the Zhuhai, China, facility~~	Former Interim President and Chief Executive Officer
	Katherine P. Burgeson	Former Executive Vice President, General Counsel & Secretary


◦	~~Construction of the Changshu, China, plant~~


◦	~~Kiln replacement and capacity expansion at Covington, Va., site~~


◦	~~Continued expansion at Waynesboro, Ga., “honeycomb” scrubber facility~~


5)	~~Pursuing strategic, value-creating acquisitions~~

~~Completed and integrated Georgia-Pacific pine chemicals acquisition~~

~~Acquired the remaining interest in Purification Cellutions~~


•	~~Announced acquisition of the Capa~~^TM ~~caprolactone division of Perstorp Holding AB (closed February 2019)~~

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6)	~~Maintaining a returns-oriented financial focus~~

~~Net sales were $1.13 billion, up 16.6 percent versus the prior year~~


•	~~Adjusted EBITDA~~⁽¹⁾ ~~of $320.5 million were up 32 percent versus 2017~~


•	~~Adjusted EBITDA margin~~⁽¹⁾ ~~of 28.3 percent was up 330 basis points from the prior year~~


•	~~Generated free cash flow~~⁽¹⁾ ~~of $158.1 million, up $36.4 million or 29.9 percent~~


•	~~Return on invested capital~~⁽¹⁾ ~~of 23.78 percent~~

(1) See Appendix B for more details on Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and return on invested capital and for reconciliation of these non-GAAP financial measures to the nearest GAAP measures.

For more information regarding the Company’s non-GAAP financial measure Adjusted EBITDA for both fiscal years 2018 and 2017, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operation - Use of Non-GAAP Financial Measures” on page 48 of the 2018 Form 10-K.

Effective February 20, 2020, Mr. Wilson resigned from his position as President and Chief Executive Officer of the Company and as a member of our Board. Effective as of the same date, Richard B. Kelson, the Company’s Board Chair assumed the position of interim President and CEO. Effective September 1, 2020, the Board appointed Mr. Fortson as President and Chief Executive Officer in addition to holding the position of Interim Chief Financial Officer and Treasurer. Upon Mr. Fortson’s appointment as President and CEO, Mr. Kelson resumed his position as Non-Executive Chairman of the Board. Effective July 13, 2020, Ms. Burgeson transitioned from Executive Vice President, General Counsel & Secretary to the role of Special Counsel until her retirement from the Company effective as of August 1, 2020. This CD&A includes compensation paid to and earned by Mr. Wilson, Mr. Kelson and Ms. Burgeson in 2020.

~~Executive Compensation Policies and Practices~~

2020 Business Highlights

~~Role of the Compensation Committee, Executive Officers and Compensation Consultants~~

The Compensation Committee is responsible for assisting the Board in fulfilling its responsibilities with respect to compensation of the Company’s CEO and other senior executives, including the NEOs. The Compensation Committee’s role includes oversight and risk management relating to the Company’s equity compensation and employee benefit plans.

The Compensation Committee has retained Pearl Meyer as its independent compensation consultant. The Compensation Committee has the sole discretion, and is directly responsible for the appointment, termination, compensation, and oversight of the work of Pearl Meyer. Although the Compensation Committee retains Pearl Meyer directly, in carrying out assignments Pearl Meyer also interacts with Ingevity management when appropriate. Specifically, Pearl Meyer interacts with the Company’s Chief Human Resources Officer 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 may also seek input and feedback from members of management regarding its consulting work product prior to presentation to the Compensation Committee, for example to confirm its alignment with Ingevity’s business strategy, determine what additional data may need to be gathered, or identify other issues.

Pearl Meyer does not provide any services to Ingevity other than its consulting services to the Compensation Committee related to executive and director compensation. The Compensation Committee determined that in fiscal 2018 the work performed for the Compensation Committee by Pearl Meyer did not raise any conflict of interest. In making its determination, the Compensation Committee considered the independence of Pearl Meyer in light of SEC and NYSE listing standards.

The Committee on behalf of the Board is responsible for reviewing and approving the goals and objectives of the Company’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 Compensation Committee meets with the CEO to discuss his performance and compensation, 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 Compensation Committee also takes into account such other matters as the Compensation Committee deems appropriate, including overall leadership and external survey data compiled by Pearl Meyer from our peer group of companies and other national survey data (“Comparative Compensation Data”) and the advice of its compensation consultant.

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The Compensation Committee, on behalf of the Board is also responsible for reviewing and approving compensation of the Company senior executives reporting to the CEO. In setting compensation for the NEOs, the Compensation Committee takes into account the CEO’s assessment of their performance, addressing such factors as achievement of individual goals and objectives, contribution to Ingevity’s performance and corporate goals and such other matters as the

Compensation Committee deems appropriate, including Comparative Compensation Data and the advice of its compensation consultant. In making his recommendations to the Compensation Committee, the CEO is supported by the Company’s Chief Human Resource Officer.

See page 4, “Proxy Summary – 2020 Business Highlights.”

~~Peer Group Analysis~~

~~Consistent with Ingevity’s goal~~Compensation Design; Pay Elements

Ingevity’s 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 achievement of key financial metrics and individual performance. We are focused on achieving long-term, sustainable stockholder value, while also recognizing significant annual contributions.

When taken as a whole, along with other elements of our executive compensation program, these pay elements are intended to provide a level of compensation sufficient to attract and retain an effective management team, while being generally targeted around the market median within the Company’s peer group:

Base Salary

•

Fixed cash compensation that ~~remains competitive, the Compensation Committee considers among other matters the executive compensation practices~~recognizes level of companies in a peer group selected by the Compensation Committee based on recommendation of its compensation consultant. In selecting the peer group, the Compensation 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. The Compensation Committee generally targets compensation to the market median within the peer group when determining a NEO’s compensation. However, market data provided by the peer group is only one of several

reference points in determining the form and amount of compensation. Competitive market data is supplemented with broader comparative compensation data. Further, as discussed below under “Executive Compensation Philosophy and Pay Elements”, compensation decisions take into account other relevant factors including an executive’s role and responsibilities, ~~the importance of an executive’s~~ contributions towards meeting the Company’s ~~goals and objectives; individual performance and experience; and internal pay equity.~~

~~Below is the peer group from which proxy data was used in the most recent executive compensation study. The peer group is reviewed periodically for appropriateness and comparability.~~



~~Balchem Corp.~~	~~GCP Applied Technologies, Inc.~~	~~Minerals Technologies Inc.~~
~~Cabot Corp.~~	~~H.B. Fuller Co.~~	~~Omnova Solutions Inc.~~
~~Chemtura Corporation~~	~~Hexcel Corp.~~	~~Quaker Chemical Corp.~~
~~Calgon Carbon Corporation~~	~~Innophos Holdings Inc.~~	~~Sensient Technologies Corp.~~
~~Eagle Materials, Inc.~~	~~Innospec Inc.~~	~~Stepan Co.~~
~~Ferro Corp.~~	~~Kraton Corp.~~	~~W.R. Grace and Co.~~

~~Executive Compensation Philosophy and Pay Elements~~

Ingevity’s 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 achievement of key financial metrics 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 Compensation Committee considers both our peer group and comparative compensation data. We also consider other factors including the 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~~

•

Also reflects the economic and business environment in which the Company ~~operates.~~operates and other relevant considerations

Short-term Incentive Plan (“STIP”)

•

Performance-based cash compensation that rewards achievement of key annual financial performance targets

•

Performance targets for 2020 STIP were based on STIP Adjusted EBITDA (using corporate results for our CEO and a blend of corporate results and business segment results for the segment presidents)

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Pay Element	Description and Purpose
Long-term Incentive Plan (“LTIP”)	•	Equity compensation that promotes achievement of long-term strategic objectives and aligns the executive’s interest with those of our stockholders
	•	Fifty percent of the 2020 LTIP opportunity was allocated to Performance Stock Units (“PSUs”) with a three-year performance window, with the balance allocated evenly between Restricted Stock Units and non-qualified stock options
	•	Performance targets for 2020 PSUs were based on a combination of 2022 “ROIC” and “Cumulative EPS” (as defined on page 35)

Additional elements of NEO compensation are described on page 39 under “Retirement Plans, Welfare Benefits and Perquisites.” From time to time the LD&C Committee may authorize a special equity award under circumstances where the Committee deems such an award appropriate and in the best interests of the Company, for example to recognize extraordinary performance and/or to enhance retention.

2020 Pay Mix

The mix of compensation elements awarded this year to our CEO (Mr. Fortson) and Messrs. Smith and Woodcock, the currently employed NEOs (the “Other NEOs”), as illustrated below, reflects our compensation philosophy. Performance-based pay through STIP and LTIP equity awards represents the most significant portion of total compensation. The information below includes Mr. Fortson’s annual equity grant as interim CFO, his performance-based equity award granted upon his appointment as CEO on September 1, 2020, as well as a prorated short-term incentive payment based on eight months as interim CFO and four months as CEO.

Say-on-Pay

The LD&C Committee values the input received from our stockholders on the Company’s executive compensation practices. At the 2020 annual meeting, our stockholders cast an advisory vote on the compensation of our NEOs, with 97.8% of the shares voting to approve the compensation. Although the vote was non-binding, the LD&C Committee reviewed the results of the vote and considered the approval rate as an indication that the stockholders support the Company’s executive compensation philosophy and decisions. The company is again soliciting a non-binding advisory vote at the 2021 Annual Meeting. For more information, see “Proposal No. 3 – Advisory Vote To Approve Executive Compensation (Say-on-Pay)” at page 51.

Executive Compensation Philosophy

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We designed our executive compensation program to attract, motivate and retain highly-talented executives. In setting compensation, the LD&C Committee considers both our peer group and national survey data (“Comparative Compensation Data”). We also consider other factors including the executive's role and level of responsibilities, 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 compensation program is meant to:

	Support our Business Strategy - ~~Ensure~~ — Align our program ~~is aligned~~ with our business strategy, which is focused on long-term earnings growth and sustained growth in stockholder value, by providing our NEOs with long-term incentives tied to growth and 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 comparative compensation data. However, compensation targets for individual executives may differ from the median based on roles and responsibilities, performance, strategic impact, experience, ~~and tenure,~~internal pay equity, special hiring situations, retention, ~~and~~ succession planning ~~needs.~~needs and other relevant considerations.
	Align NEO and Stockholders Interests - — We provide significant portion of the overall compensation opportunity of our NEOs in the form of equity-based compensation, including performance-based restricted stock units ~~("PSUs"~~(“PSUs”), and we set multi-year performance goals for the PSUs that align with the long-term interests of our stockholders.
	Discourage Excessive Risk Taking - — Our program is comprised of balanced short- and long-term, cash and equity elements that discourage excessive risk taking.

Executive Compensation Governance Practices

The LD&C Committee continues to implement and maintain practices in our compensation programs and related areas that reflect responsible corporate governance and compensation policies. These practices include the following:

~~Compensation Practices and Policies~~

What We Do		What We ~~use~~Don’t Do
✔	Use 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 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 percent of target performance~~ ~~We set robust stock ownership requirements for NEOs~~ ~~We have a “claw back” policy for misconduct leading to a restatement of financial results~~ ~~The Compensation Committee has an independent compensation consultant~~ ~~We limit executive perquisites~~ ~~We use double trigger change of control severance provisions~~ ~~We regularly engage with our stockholders~~ ~~What We Don’t Do~~ ~~We do not establish or allow compensation practices that encourage excessive risk taking~~ ~~We do not allow the~~No repricing, backdating or discounting of stock options taking
~~We prohibit~~✔	Balance short-term and long-term incentives through focused use of performance metrics	✘	No hedging, pledging or short sales of Ingevity stock by any director, executive officer or ~~senior member~~other employee
✔	Link a substantial portion of ~~management~~executive pay to company performance	~~We do not provide~~✘	No excise tax gross-ups for Change-in-Control payments; no income tax gross-ups for executive financial counseling services
✔	Cap incentive compensation to 200% of target performance	✘	No excessive executive perquisites
✔	Maintain a “clawback” policy for misconduct leading to restatement of financial results
✔	Use “double trigger” change of control ~~payments~~ or ~~income tax gross-ups~~severance and equity vesting provisions
✔	Engage an independent consultant to ~~offset imputed income associated with executive financial counseling benefits.~~advise the Committee		~~Pay Elements:~~
✔	~~Base Pay~~ ~~Base salaries are intended to provide a level of~~Balanced 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 in salary adjustments, accountability within Ingevity and economic factors.program discourages excessive risk taking		~~Short-term Incentive Plan (STIP)~~ Ingevity’s short-term incentive plan ("STIP") is designed to provide both an incentive to achieve, and a reward for achieving, our annual financial performance targets. STIP performance targets are pre-established each year by Compensation Committee determination. If funded, payout runs between 50 percent to 200 percent of the STIP target incentive potential. The STIP will only be funded for any given year if the Company meets these pre-established financial performance targets. NEO individual STIP awards, which are paid in cash, are also adjusted for performance against individual goals, subject to a 200 percent maximum payout. ~~Long-term incentive Plan (LTIP)~~ ~~Ingevity’s long-term incentive plan ("LTIP") is designed to recognize the performance of our~~

Roles and Responsibilities: Leadership Development and Compensation Committee, Compensation Consultant, Executive Officers

The LD&C Committee is responsible for assisting the Board in fulfilling its responsibilities with respect to compensation of the Company’s CEO and other senior executives, including the NEOs. The LD&C Committee’s role includes oversight and risk management relating to the Company’s equity compensation and employee benefit plans. Additionally, the Committee has oversight of matters relating to the attraction, development and retention of the Company’s leadership.

INGEVITY - ~~2019~~2021 Proxy Statement ~~- 23~~			29 ~~TABLE OF CONTENTS~~ executives who drive the development and execution of our business strategies and goals. LTIP awards are intended to further align the executive’s interest with those of Ingevity’s stockholders and with Ingevity’s longer-term objectives, to drive stockholder return, foster executive stock ownership and 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. 50 percent of the annual LTIP opportunity of each of our NEOs is allocated to PSUs, and the other fifty percent is allocated equally to service-based restricted stock units ("RSUs") and non-qualified stock options. The performance targets for our PSUs are pre-established each year by the Compensation Committee. PSU awards will only be earned if these pre-established financial performance metrics are satisfied. If earned, payout runs between 50 percent to 200 percent of the target number of PSUs.
			~~Additional Elements of Executive Compensation~~ From time to time, the Compensation Committee may authorize a special equity award under circumstances where the Committee deems such an award appropriate and in the best interests of the Company, for example to recognize extraordinary performance and/or to enhance retention. Executives generally participate in the same retirement and welfare benefit plans as other Ingevity employees. These are described on page 33 under “Retirement Plans, Welfare 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 deferred compensation plan which is described more fully on page 39. 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 60 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.

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The LD&C Committee has retained Pearl Meyer as its independent compensation consultant. The LD&C Committee has the sole discretion and is directly responsible for the appointment, termination, compensation, and oversight of the work of Pearl Meyer. Although the LD&C Committee retains Pearl Meyer directly, in carrying out assignments Pearl Meyer also interacts with Ingevity management when appropriate. Specifically, Pearl Meyer interacts with the Company’s Chief Human Resources Officer 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 may also seek input and feedback from members of management regarding its consulting work product prior to presentation to the LD&C Committee, for example to confirm its alignment with Ingevity’s business strategy, determine what additional data may need to be gathered or identify other issues. The Committee regularly meets with the Compensation Consultant in executive session—independent of management—and the Committee Chair also speaks on occasion with the Compensation Consultant on executive compensation matters, also independently of management. The Committee also meets in executive session after each regularly scheduled committee meeting.

Pearl Meyer does not provide any services to Ingevity other than its consulting services to the LD&C Committee related to executive and director compensation. The LD&C Committee determined that in fiscal 2020 the work performed for the LD&C Committee by Pearl Meyer did not raise any conflict of interest. In making its determination, the LD&C Committee considered the independence of Pearl Meyer in light of SEC and NYSE listing standards.

The Committee on behalf of the Board is responsible for reviewing and approving the goals and objectives of the Company’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 LD&C Committee meets with the CEO to discuss his performance and compensation, but ultimately, decisions regarding the CEO’s compensation are made by the LD&C Committee, meeting in executive session, without the CEO or any other executive present. In setting the compensation for the CEO, the LD&C Committee also takes into account such other matters as the LD&C Committee deems appropriate, including overall leadership and external survey data compiled by Pearl Meyer from our peer group of companies and other Comparative Compensation Data and the advice of its compensation consultant.

The LD&C Committee on behalf of the Board is also responsible for reviewing and approving the compensation of senior executives reporting to the CEO, including the NEOs. In approving compensation for the NEOs, the LD&C Committee takes into account the CEO’s assessment of their performance, addressing such factors as achievement of individual goals and objectives, contribution to Ingevity’s performance and corporate goals and such other matters as the LD&C Committee deems appropriate, including Comparative Compensation Data and the advice of its compensation consultant. In making his recommendations to the LD&C Committee, the CEO is supported by the Company’s Chief Human Resource Officer.

Peer Group Analysis

Consistent with Ingevity’s goal to provide compensation that remains competitive, the LD&C Committee considers among other things, the executive compensation practices of companies in a peer group selected by the LD&C Committee based on recommendation of its compensation consultant. In selecting the peer group, the LD&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. The LD&C Committee generally targets compensation to the market median within the peer group when determining a NEO’s compensation. However, market data provided by the peer group is only one of several reference points in determining the form and amount of compensation. Competitive market data is supplemented with broader Comparative Compensation Data. Compensation decisions also take into account other relevant factors including an executive’s role and responsibilities, performance, the importance of an executive’s contributions towards meeting the Company’s goals and objectives, experience and tenure, internal pay equity, special hiring situations, retention and other relevant factors that may be present.

The peer group is reviewed periodically for appropriateness and comparability. For 2020, Eagle Materials was removed following its spin-off of its heavy and light materials businesses, and Cabot Microelectronics Corporation, PQ Group Holdings and Tronox Holdings were added based on such factors as industry classification, annual revenues, international revenues, EBITDA margin, market capitalization and pending transactions.

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The following 18 companies comprise the peer group used in connection with evaluating our 2020 executive compensation program:

Balchem Corp.	Hexcel Corp.	Quaker Chemical Corp.
Cabot Corp.	Innophos Holdings Inc.	Sensient Technologies Corp.
Cabot Microelectronics Corporation	Innospec Inc.	Stepan Co.
Ferro Corp.	Kraton Corp.	W.R. Grace and Co.
GCP Applied Technologies, Inc.	Minerals Technologies Inc.	PQ Group Holdings
H.B. Fuller Co.	Omnova Solutions Inc.	Tronox Holdings

NEO Compensation

When taken as a whole, along with other elements of our executive compensation program, the pay elements described below are intended to provide a level of compensation sufficient to attract and retain an effective management team, while being generally targeted to market median within the Company’s peer group. Additional elements of NEO compensation are described on page 39 under “Retirement Plans, Welfare Benefits and Perquisites.”

Our compensation program is designed to discourage excessive risk taking by using several forms of LTI equity instruments, multiple metrics, short- and long-term programs and active LD&C Committee oversight. The Committee’s independent Compensation Consultant also advises the Committee as to the appropriateness of the compensation program relative to discouraging excessive risk.

Base Salary

Base salaries are intended to provide a level of 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 in salary adjustments, accountability within Ingevity, economic factors and other relevant factors.

Base salaries are reviewed annually to determine if they are equitably aligned within Ingevity and are at sufficiently competitive levels to attract and retain top talent. In addition, consideration is given to Comparative Compensation Data and such other considerations as the LD&C Committee considers appropriate. The LD&C Committee also reviews base salary compensation with the LD&C Committee’s compensation consultant.

Prior to implementation of base salary adjustments in February 2020, our then-current CEO’s base salary was at the median of the companies in our peer group, and our other then-current NEOs’ base salaries ranged from 89 percent to 108 percent of the market median based on our peer group and Comparative Compensation Data. In February 2020, base pay increases for our then-current NEOs (other than Mr. Wilson) were made to recognize individual performance, experience, roles and responsibilities, and where applicable, to bring compensation more in line with that reflected in Comparative Compensation Data. Mr. Fortson’s data reflects his February 2020 base salary increase as CFO and the further base salary increase that was negotiated upon his appointment as CEO effective September 1, 2020.

NEO	Percentage Increase	2020 Annual Base Salary ($)
John C. Fortson ⁽¹⁾	58.6%	825,000
Michael P. Smith	9.6%	455,000
S. Edward Woodcock	16.4%	425,000
Katherine P. Burgeson	3.7%	415,000

(1)	Mr. Fortson received an 2.9% increase In February 2020 while serving as CFO and on September 1, 2020 he received an increase of 54.2% reflecting his appointment as President and CEO.

Mr. Kelson received $225,000 monthly compensation for serving as Interim President and Chief Executive Officer, plus $90,000 for his annual Board retainer and $100,000 for his Chairman retainer.

~~Pay Mix~~

~~The charts below illustrate the target total direct compensation for 2018 for Mr. Wilson and the average of the other NEOs.~~



~~71% Performance Based~~	~~61% Performance Based~~

~~A significant portion (71 percent) of Mr. Wilson’s total direct compensation are subject to financial performance and is delivered in a combination of performance-based cash, stock options and PSUs.~~

~~Similarly, 61 percent of the average of the NEOs’ total direct compensation is subject to financial performance on the same basis.~~

~~Say-on-Pay Vote~~

At last year’s annual meeting, approximately 98 percent 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.

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~~2018 Base Salary~~

Base salaries are reviewed annually to determine if they are equitably aligned within Ingevity and are at sufficient levels to attract and retain top talent. In addition, consideration is given to Comparative Compensation Data and such other considerations as the Compensation Committee considers appropriate. The Compensation Committee also reviews base salary compensation with the Compensation Committee’s compensation consultant.

In 2018, prior to implementation of base salary adjustments, our CEO’s base salary was at the market median and our other NEOs’ base salaries ranged from 83 percent to 110 percent of the market median based on our peer group and

comparative compensation data. In 2018, base pay increases for these NEOs were made to recognize individual performance, experience, roles and responsibilities, and where applicable, to reflect Comparative Compensation Data.

NEO Percentage Increase 2018 Annual Base Salary ($)
D. Michael Wilson 5.9% 900,000
John C. Fortson 3.1% 505,000
Katherine P. Burgeson 8.0% 390,000
Michael P. Smith 6.6% 400,000
S. Edward Woodcock 10.0% 330,000

~~2018 Short-Term Incentive Plan (“STIP”)~~

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 performance targets and personal performance goals.

The STIP will only be funded for any given year if the Company meets pre-established financial performance targets. If earned, funding runs between 50 percent to 200 percent of the STIP target incentive.

The incentive award range that a NEO may earn is determined at the beginning of the year as a percentage of the NEO’s base salary, and the amount paid, if any, is based on the actual STIP results achieved

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Short-Term Incentive Plan and 2020 Awards

Ingevity’s short-term incentive plan (“STIP”) consists of an annual cash incentive that is designed to motivate and reward participants, generally including NEOs, for achieving Ingevity’s annual financial performance targets and personal performance goals. The incentive award range that a NEO may earn is determined at the beginning of the year as a percentage of the NEO’s base salary. The terms of the plan permit the Committee to make certain discretionary adjustments to exclude the effect of certain non-recurring items of gain or loss, or other adjustments reflecting substantial, out of the ordinary matters. Messrs. Wilson and Kelson did not participate in the 2020 STIP program.

The STIP will be funded for any given year only if the Company meets pre-established financial performance targets, as determined by the LD&C Committee. If earned, funding runs between 25 percent (threshold) to 200 percent (maximum) of the STIP target incentive. For 2020, the “threshold” level of the applicable financial performance objectives was set at 87% of the “target” level financial performance objectives. Linear interpolation is used to determine awards for performance between the identified points. For each NEO, STIP payout is based in part on business performance and in part on his or her personal performance through an “individual performance modifier” (but subject to an overall 200 percent cap, regardless of individual performance). No payout is earned, regardless of personal performance, if Ingevity’s results are below threshold.

The LD&C Committee set 2020 annual earnings before interest, taxes, depreciation and amortization (“EBITDA’’), subject to certain specified adjustments, as the basis for 2020 STIP determinations, believing this to be an appropriate and effective measure of short-term performance. STIP EBITDA is measured company-wide (“Company STIP-Adjusted EBITDA”), and also for each of the Company’s two business segments (“BU STIP-Adjusted EBITDA”)⁽¹⁾. Funding for corporate employees is based 100 percent on Company STIP-Adjusted EBITDA, and funding for business segment employees are based on a blend of Company STIP-Adjusted EBITDA and their respective BU STIP-Adjusted EBITDA.

Mr. Fortson's and Ms. Burgeson’ s STIP funding was based 100 percent on Company STIP-Adjusted EBITDA. Mr. Smith’s STIP funding was based 70 percent on Company STIP-Adjusted EBITDA and 30 percent on Performance Chemicals STIP-Adjusted EBITDA. Mr. Woodcock’s STIP funding was based 70 percent on Company STIP-Adjusted EBITDA and 30 percent on Performance Materials STIP-Adjusted EBITDA.

The 2020 Target Company STIP-Adjusted EBITDA was set at $410 million. At the time the LD&C Committee set the target performance level, the goal was believed to be challenging, but achievable. The maximum level of performance was based on 106 percent of target and was believed to be achievable, but only with exceptional performance. The LD&C Committee set the threshold at 25% funding rather than 50% funding due to volatility in oilfield technologies and certain industrial specialties markets.

The following table shows the 2020 STIP metrics:

Metric⁽¹⁾	Performance	2020 Goal	Funding	Actual Performance ($ in millions)
Company STIP- Adjusted EBITDA	Threshold	358	25%	$397.9 Million
	Below Target	375	50%
	Target	410	100%
	Above Target	425	150%
	Maximum	435	200%
Performance Chemicals’ BU STIP-Adjusted EBITDA	Threshold	140	50%	$148.7 Million
	Below Target	150	50%
	Target	170	100%
	Above Target	175	150%
	Maximum	180	200%
Performance Materials’ BU STIP-Adjusted EBITDA	Threshold	218	50%	$249.2 Million
	Below Target	225	50%
	Target	240	100%
	Above Target	250	150%
	Maximum	255	200%

(1)

BU STIP-Adjusted EBITDA for the ~~year as determined by the Compensation Committee. No payout occurs if Ingevity’s actual performance~~Performance Chemicals segment is ~~below a threshold performance level. At threshold, payout is 50 percent~~“Performance Chemicals STIP-Adjusted EBITDA”, and ~~the maximum payout is 200 percent, regardless of individual performance. Linear interpolation is used to determine awards for performance between the identified points.~~

~~An individual NEO’s annual incentive award is further influenced by the NEO’s achievement of his or her individual goals and overall performance~~ for the ~~year (the “individual performance modifier”).~~ Performance ~~goals are typically established in the beginning of the year and generally include both leadership objectives and strategic business objectives. Individual NEO performance~~Materials segment is ~~evaluated by comparing actual performance to the pre-established individual goals, as well as considering individual accomplishments and other~~

~~relevant performance criteria. The Compensation Committee annually assesses the performance of the CEO and the other NEOs, and an individual performance modifier is determined for each.~~

The Compensation Committee considers that annual earnings before interest, taxes, depreciation and amortization (EBITDA), subject to certain STIP adjustments, is an appropriate and effective measure of short-term performance. For 2016 and 2017, STIP funding was based on achieving STIP defined adjusted EBITDA measured Company-wide (“Company“Performance Materials STIP-Adjusted EBITDA”) for all participants. In 2018, the Compensation Committee added targets to include for certain participant’s business unit STIP-Adjusted EBITDA ("BU STIP-Adjusted EBITDA") in addition to Company STIP-Adjusted EBITDA.. See Appendix BA for more details on Company STIP-Adjusted EBITDA, Adjusted EBITDA, Performance Chemicals BU STIP-Adjusted EBITDA and Performance Materials BU STIP-Adjusted EBITDA, and for a ~~reconciliation of this non-GAAP financial measure to the nearest GAAP measure.~~

BU STIP-Adjusted EBITDA is calculated for each of the Company’s segments, Performance Chemicals and Performance Materials. The Compensation Committee believes that these revised targets provide for a more focused short-term incentive for those participants able to influence business unit results.

Mr. Wilson's, Mr. Fortson's, and Ms. Burgeson's STIP funding is based 100 percent on Company STIP-Adjusted EBITDA. Mr. Smith’s STIP funding is based 70 percent on Company STIP-Adjusted EBITDA and 30 percent on Performance Chemicals STIP-Adjusted EBITDA. Mr. Woodcock’s STIP funding is

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based 70 percent on Company STIP-Adjusted EBITDA and 30 percent on Performance Materials STIP-Adjusted EBITDA. Each NEO’s STIP may be further adjusted by his or her individual performance modifier (subject to a maximum 200 percent payout).

There is no STIP funding based on Company STIP-Adjusted EBITDA if actual performance is below the threshold level, which for 2018 was set at 92 percent of target. In such case, Messrs. Wilson and Fortson, and Ms. Burgeson, would not receive a 2018 STIP payout. Mr. Smith and Mr. Woodcock would still be eligible to receive their respective BU STIP-Adjusted EBITDA unless actual business unit performance were also below threshold level. An additional limitation, however, provides that Mr.

~~Smith and Mr. Woodcock will not receive any STIP payout if Company STIP-Adjusted EBITDA were below 85 percent of that target, regardless of business unit performance.~~

2018 Target Company STIP-Adjusted EBITDA was set at $295 Million, an increase of $55 Million (or 6 percent) over 2017. At the time the Compensation Committee set the target performance level, the goal was believed to be high, but achievable. The maximum level of performance was based on 108 percent of target and was believed to be achievable, but only with exceptional performance.

~~The following table shows the 2018 STIP metrics:~~



~~Metric~~ ⁽¹⁾	~~Performance~~	~~2018 Goal~~	~~Funding~~	~~Actual Performance~~
~~Company STIP-~~ ~~Adjusted EBITDA~~	~~Threshold~~	~~$270 Million~~	~~50%~~	~~$320.5 Million~~
	~~Target~~	~~$295 Million~~	~~100%~~
	~~Above Target~~	~~$310 Million~~	~~150%~~
	~~Maximum~~	~~$320 Million~~	~~200%~~



~~Performance Chemicals'~~ ~~BU STIP-Adjusted EBITDA~~	~~Threshold~~	~~$125 Million~~	~~50%~~	~~$151.2 Million~~
	~~Target~~	~~$140 Million~~	~~100%~~
	~~Above Target~~	~~$148 Million~~	~~150%~~
	~~Maximum~~	~~$155 Million~~	~~200%~~



~~Performance Materials'~~ ~~BU STIP-Adjusted EBITDA~~	~~Threshold~~	~~$140 Million~~	~~50%~~	~~$170.8 Million~~
	~~Target~~	~~$155 Million~~	~~100%~~
	~~Above Target~~	~~$162 Million~~	~~150%~~
	~~Maximum~~	~~$170 Million~~	~~200%~~


~~(1)~~	~~See Appendix B for more details on Company STIP-Adjusted EBITDA and BU STIP-Adjusted EBITDA and for a reconciliation of these non-GAAP financial measure to the nearest GAAP measure.~~

The funding for 2018 STIP payout for Mssers. Wilson and Fortson and Ms. Burgeson is based on 100 percent Company STIP-Adjusted EBITDA. The funding for Mssers. Smith and Woodcock is based on 70 percent Company STIP-Adjusted EBITDA and 30 percent BU STIP-Adjusted EBITDA.

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~~For 2018, the Compensation Committee established the following threshold, target, and maximum STIP incentive opportunities for the NEOs (expressed as a percentage of base salary):~~

NEO Threshold (as a percentage of base salary)
Target (as a percentage of base salary) ⁽¹⁾
Maximum (as a percentage of base salary)
Mr. Wilson 50% 100% 200%
Mr. Fortson 35% 70% 140%
Ms. Burgeson 30% 60% 120%
Mr. Smith 33% 65% 130%
Mr. Woodcock 28% 55% 110%


~~(1)~~	The Compensation Committee increased Ms. Burgeson’s and Mr. Smith's annual incentive targets in 2018 to 60 percent and 65 percent of base salary, respectively, to reflect roles and responsibilities and to align more closely with the market median based on peer group and competitive compensation data.

~~The resulting STIP payments for our NEOs based on the 2018 STIP financial results, after giving effect to each NEO’s individual performance multiplier were as follows:~~

NEO Target STIP Percentage Eligible Salary 2018 STIP Target
2018 STIP Payout Percentage⁽¹⁾
2018 STIP Payout
Mr. Wilson 100% 900,000 900,000 200% 1,800,000
Mr. Fortson 70% 505,000 353,500 200% 707,000
Ms. Burgeson 60% 390,000 234,000 200% 468,000
Mr. Smith 65% 400,000 260,000 192% 499,200
Mr. Woodcock 55% 330,000 181,500 200% 363,000


~~(1)~~	~~See Appendix B for the calculation of the 2018 STIP Payout Percentage for Mssers. Smith and Woodcock.~~

Company STIP-Adjusted EBITDA and BU-STIP-Adjusted EBITDA are based on the Company’s reported 2018 financial results. The terms of the plan permit the Committee to make certain discretionary adjustments to exclude the effect of certain non-recurring items of gain or loss, or other adjustments reflecting substantial, out of the ordinary matters.

~~Individual Performance~~

In determining the individual performance element of each NEO’s short-term incentive payment for 2018, and therefore their STIP awards, the Compensation Committee considered each NEO’s individual performance as compared to his or her individual goals, and their respective overall contribution to the Company’s performance for the year. See “2018 Performance Highlights”, page 20, for a summary of Company performance in 2018.

For Mr. Wilson, the Committee considered among other matters the Company’s financial results for the year which exceeded the mid-point of initial guidance relative to revenue (up 3.1 percent), Adjusted EBITDA (up 8.6 percent) and free cash flow (up 66.4 percent), his strong focus on safety and sustainability, and his leadership in strategy execution including the acquisition of the Georgia-Pacific (G-P) pine chemicals business and purchase

of the Capa caprolactone business (Capa) of Perstorp Holding AB. For Mr. Fortson, the Committee also considered the attractive financings completed during the year including the Company’s inaugural bond offering and expanded credit facility and term loan that provided strategic flexibility enabling acquisitions such as G-P pine chemicals and Capa, as well as the continued strengthening of the financial functions of the Company and enhanced IT cybersecurity. (See Appendix B and the Company’s 2018 Form 10K.)

For Ms. Burgeson, the Compensation Committee noted continued effective legal counsel, advancing the Company’s business strategies while appropriately balancing risks and opportunities, and stewardship of the Company’s ethics and compliance programs and corporate governance practices. The Compensation Committee considered for each of Mr. Woodcock and Mr. Smith their effective leadership in the Performance Materials and Performance Chemicals segments respectively, and the delivery of strong financial results for each segment including in the case of Performance Materials, record Segment EBITDA, and in the case of Performance Chemicals, improvements in Segment EBITDA margins. (See Appendix B and the Company’s 2018 Form 10K.)

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~~Long-Term Incentive Plan (“LTIP”)~~

Ingevity’s long-term incentive plan (LTIP) is designed to recognize the performance of our executives who drive the development and execution of our long-term business strategies and goals. These awards are intended to further align executives’ interest with those of Ingevity’s stockholders, reward executives for stockholders value creation, maintain the competitiveness of our total compensation packages, foster executive stock ownership and promote retention.

The awards granted annually under the Company’s LTIP are delivered in three components: Performance-Based Restricted Stock Units (“PSUs”) represent 50 percent of each NEO’s annual LTIP opportunity, and non-qualified stock options and service based Restricted Stock Units (“RSUs”) each represent 25 percent of each such opportunity. The Committee considers this an appropriate allocation, as performance-orientation is reflected in the PSU and option opportunities, while grants of RSUs enhance our ability to retain our management team over a longer-term horizon. The values of individual NEO awards as a percentage of base compensation are determined as described under “Executive Compensation Philosophy and Pay Elements”, above at page 22 After the Committee has determined a dollar value for the executive’s annual award based on a percentage of base compensation, that dollar value is allocated between PSUs, RSUs and options as described above, with the exact number of PSUs and RSUs being based on the closing price of the Company’s share on the date of grant.

~~Service-Based Restricted Stock Units (“RSUs”) and Options~~ RSUs vest ratably in one year increments over three years from the date of grant, provided the recipient meets the terms including continued service. Options vest in full on the third anniversary of the date of grant, provided the recipient meets the terms including continued service. Options have an exercise price equal to the fair market value per share on the date of grant and have a ten-year term. Grants of RSUs and Options to the NEOs in 2018 are reflected in tables "Grants of Plan Based Awards in 2018," and "Summary Compensation Table".

~~Performance-Based Restricted Stock Units (“PSUs”)~~ PSUs vest on the third anniversary of the date of grant, provided the recipient meets the terms including continued service. Payout is dependent on the achievement of pre-determined performance targets set by the Compensation Committee for the related three-year performance period.

The Compensation Committee determined that for PSU awards granted in 2018 (“2018 PSU Awards”), two-point average adjusted return on invested capital (Average ROIC) and adjusted three-year cumulative earnings per share (Cumulative EPS) continued to be an appropriate and effective measure of Ingevity’s overall performance, and established threshold, target and maximum performance targets for the related three-year performance period from January 1, 2018 through December 31, 2020.

There is no payout for performance under threshold. Payout at threshold is at 50 percent, at target is 100 percent and at maximum is 200 percent. Linear interpolation is used to determine award payouts between these pre-determined points. At the time that the performance levels were set, target level of performance was believed to be high, but achievable; maximum level was believed to be achievable, but only with exceptional performance.

The 2018 PSU Awards will vest on performance certification by the Compensation Committee. The number of vested shares will be determined based on the Company’s financial performance relative to the pre-established Average ROIC and Cumulative EPS targets for the 2018-2020 performance period, with adjusted payouts for threshold, target and maximum performance (capped at 200 percent payout), as determined by the Compensation Committee at the end of the performance period. The Compensation Committee may and has adjusted the Average ROIC and Cumulative EPS targets to exclude the effect of certain non-recurring items of gain or loss or other substantial, out of the ordinary matters. See “Metric Adjustments”, below.

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~~In 2018 NEOs were granted the following 2018-2020 PSU opportunity:~~

2018-2020 PSU Targets (as percent of base salary)
Minimum Target Maximum
Mr. Wilson 0% 137.5% 275%
Mr. Fortson 0% 87.5% 175%
Ms. Burgeson 0% 50.0% 100%
Mr. Smith 0% 55% 110%
Mr. Woodcock 0% 50% 100%

~~Target Metric Adjustments.~~ The Compensation Committee may adjust PSU metrics from time to time to exclude the effect of certain non-recurring items of gain or loss or other significant, out of the ordinary matters, where they had not been factored into established performance targets, such as mergers, acquisitions and dispositions; entry into joint ventures; significant restructurings; changes in accounting rules or tax codes. These 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 such as changes in effective tax rates.

~~In late 2018 and early 2019, the Compensation Committee considered the impact of several significant, unplanned 2018 events impacting Company results, including Average ROIC and Cumulative EPS:~~

~~the changes in the Company’s effective tax rate (U.S. Tax Reform of 2017)~~

~~the 2018 acquisition of Georgia-Pacific’s pine chemicals business~~

~~the 2018 acquisition of the remaining 30% interest in the Company’s Purification Cellutions, LLC joint venture.~~

Consistent with the approach described above, the Compensation Committee approved adjustments, both positive and negative, to the Average ROIC and Cumulative EPS targets for the PSUs granted for 2016, 2017, and 2018. This approval reflected the Compensation Committee’s judgment that adjustment of performance targets of unvested LTIP grants was appropriate in light of these significant, non-recurring items, such that executives would not be unduly rewarded nor penalized.

~~Payments of 2016 PSUs Awards.~~ The PSU awards made in 2016 (“2016 PSU Awards”) had Average ROIC and Cumulative EPS as the performance targets for the related 2016-2018 performance period. The performance targets for these grants were established in May 2016, reflecting the long-term goals in place at that time. As indicated above under “Metric Adjustments” the Committee made

~~adjustments to these targets to reflect the impact, both positive and negative, from changes in Company’s effective tax rate and the Georgia-Pacific and Purification Cellutions transactions.~~

These adjustments to the PSU performance goals did not, however, impact the payout level of the 2016 PSUs, which would have paid out at the maximum level (200 percent of target) even without those adjustments.

~~The table below shows the adjustments to the financial metrics for the 2016 PSU awards:~~

Metric Performance Goal before Adjustment Adjusted Goal
Cumulative EPS (weighted 50%) Threshold 5.92 6.56
Target 6.10 6.65
Maximum 6.22 6.87
2018 Average ROIC (weighted 50%) Threshold 14.00% 17.24%
Target 14.75% 18.09%
Maximum 15.50% 18.94%

The Compensation Committee approved payment to the NEOs of the 2016 PSU Awards, based upon the achievement of the Average ROIC and Cumulative EPS three-year performance goals at or above the maximum level. As a result, these PSUs were paid out at the maximum level: 200 percent of the amount of the target number of PSUs.

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~~The Compensation Committee certified and approved the payout based on Cumulative EPS of $8.77 and Average ROICof 23.78 percent as described in the table below:~~

Metric
Threshold
(50%)
Target
(100%)
Maximum
(200%)
Actual Performance Funding
Cumulative EPS⁽¹⁾
(weighted 50%) - as adjusted
6.56 6.65 6.87 8.77 200%
2018 Average ROIC⁽¹⁾
(weighted 50%) - as adjusted
17.24% 18.09% 18.94% 23.78% 200%

~~(1) See Appendix B for more details on Cumulative EPS and Average ROIC and for~~ reconciliation of these non-GAAP financial measures to the nearest GAAP ~~measures.~~measure.

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For 2020, the LD&C Committee established the following threshold, target, and maximum 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 ⁽¹⁾	50%	100%	200%
Mr. Smith	33%	65%	130%
Mr. Woodcock	30%	60%	120%
Ms. Burgeson	30%	60%	120%

(1)

In connection with his appointment as CEO effective September 1, 2020, the LD&C Committee increased Mr. Fortson’s annual incentive target payout to 100 percent of base salary at target (from the 75% payout in effect for 2020 as CFO). This adjustment was made to more closely align this STIP compensation with the market median for the CEO position.

Individual Performance Multiplier. An individual NEO’s annual incentive award is further influenced by the NEO’s achievement of his or her individual goals and overall performance for the year (the “individual performance modifier”). Performance goals are typically established in the beginning of the year and generally include both leadership objectives and strategic business objectives. Individual NEO performance is evaluated by comparing actual performance to the pre-established individual goals, as well as considering individual accomplishments and other relevant performance criteria. The LD&C Committee annually assesses the performance of the CEO and the other NEOs, and an individual performance modifier is determined for each.

For NEOs other than Messrs. Wilson and Kelson and Ms. Burgeson, in determining the individual performance element of each NEO’s short-term incentive payment for 2020, and therefore their final STIP payouts, the LD&C Committee considered each NEO’s individual performance as compared to his or her individual goals and their respective overall contribution to the Company’s performance for the year. See “2020 Business Highlights”, page 4, for a summary of Company performance in 2020.

For Mr. Fortson, the LD&C Committee considered his contributions with respect to his leadership during the COVID-19 pandemic and focus on strengthening the Company’s balance sheet, increasing liquidity by reducing SG&A costs, emphasis on EBITDA, cash flow, and the completion of a bond offering and credit facility amendment that extended the company’s debt maturity profile, as well as the continued strengthening of the Company’s cyber security program.

The LD&C Committee considered for Messrs. Woodcock and Smith their effective leadership in dealing with the effects of the COVID-19 pandemic within the Performance Materials and Performance Chemicals segments. For Mr. Woodcock, the Committee also considered reductions in SG&A costs, record Performance Materials segment EBITDA and record revenue in the second half of the fiscal year for the Performance Materials segment and significant year over year growth in China. In recognition of Mr. Woodcock’s individual performance, the LD&C Committee increase his incentive from 108.7% to 125.0%. For Mr. Smith, the Committee noted that the Performance Chemicals segment’s results were significantly impacted by the COVID-19 pandemic’s effects on global industrial demand reductions across the majority of end use markets. To offset these headwinds, the segment realized material reductions in SG&A and production costs.

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Mr. Wilson and Ms. Burgeson did not receive a STIP payment for 2020. Mr. Kelson was not eligible for a STIP based on his agreement with the Board while serving as interim President and CEO. For 2020, the Committee increased Mr. Fortson’s STIP award to 75% from 70% to reflect the strong performance of the Company and his leadership. On September 1, 2020 Mr. Fortson was appointed President and CEO resulting in an increased STIP target opportunity to 100% from 75%. The resulting STIP payments for our NEOs based on the 2020 STIP financial results, after giving effect to each NEO’s individual performance multiplier, were as follows:

NEO	Target STIP Percentage	Eligible Salary ($)	2020 STIP Target ($)	2020 STIP Payout Percentage⁽¹⁾	2020 STIP Payout ($)
Mr. Fortson⁽²⁾	85.9%	630,417	541,562	84.1%	455,453
Mr. Smith	65%	455,000	295,750	72.9%	214,020
Mr. Woodcock⁽³⁾	60%	425,000	255,000	125%	315,010
Ms. Burgeson⁽⁴⁾	60%	415,000	249,000	0	0

(1)	See Appendix A for the calculation of the 2020 BU STIP Payout Percentage for ~~2016 PSU Awards settled~~Messrs. Smith and Woodcock.

(2)	Mr. Fortson’s STIP payout percentage reflects a proration based on his time as CFO and as CEO. See Appendix A for calculation of his prorated 2020 STIP payout amount.

(3)	Mr. Woodcock’s STIP payout percentage reflects an individual performance increase awarded by the LD&C Committee from the calculated BU STIP Payout percentage of 108.7% to 125.0%.

(4)

Ms. Burgeson took early retirement and was not eligible for a STIP under the terms of the early retirement program. For more information regarding the payments and benefits received by Ms. Burgeson in ~~February 2019 is described~~connection with her early retirement, please see the discussion in the ~~table below:~~

Name Units Granted Percentage Payable Units Payable
D. Michael Wilson 35,466 200% 70,932
John C. Fortson 18,941 200% 37,882
Katherine P. Burgeson 5,322 200% 10,644
Michael P. Smith 2,824 200% 5,648
S. Edward Woodcock 3,813 200% 7,626

~~Special Equity Awards. From time to time, the~~ Compensation ~~Committee may authorize a special equity award under circumstances where the Committee deems such an award appropriate~~Discussion and in the best interests of the Company, for example to recognize extraordinary performance and/or to enhance retention. In 2018, the Compensation Committee made a special equity award grant to Mr. Smith in form of $250,000 service-based RSUs with a three year "cliff" vesting period.

This award was in recognition of his extraordinary contributions to the organization, especially relative to the acquisition of the Georgia-Pacific pine chemicals business. The Committee believes that the award value and the three year vesting schedule were appropriateAnalysis under the ~~circumstances~~heading “Ms. Burgeson.”

Long-Term Incentive Plan and Awards

Ingevity’s long-term incentive plan (“LTIP”) is designed to ~~both~~ recognize the performance of our executives who drive the development and execution of our long-term business strategies and goals. These awards are designed to further align executives’ interests with those of Ingevity’s stockholders, reward executives for stockholder value creation, maintain the competitiveness of our total compensation packages, foster executive stock ownership and promote retention. LTIP awards are granted under the 2016 Omnibus Incentive Plan, which provides for “double trigger” vesting in connection with a change in control, as described under the heading “Severance and Double Trigger Change of Control Arrangements” on page 38.

The awards granted annually under the Company’s LTIP are delivered in three components: Performance-Based Restricted Stock Units (“PSUs”) represent 50 percent of each NEO’s annual LTIP opportunity, and non-qualified stock options and service based Restricted Stock Units (“RSUs”) each represent 25 percent of such opportunity. The Committee considers this an appropriate allocation, as performance-orientation is reflected in the PSU and option opportunities, while grants of RSUs enhance our ability to retain our management team over a longer-term horizon. The values of individual NEO awards as a percentage of base compensation are set early in each year by the LD&C Committee, in accordance with the Company’s executive compensation philosophy. The number of shares subject to each LTIP component is based on the closing price of the Company’s shares on the date of grant.

Mr. Kelson did not participate in the Company’s LTIP program for NEOs. Instead, under Mr. Kelson’s agreement as interim President and CEO, he was eligible for his annual RSU grant as a Director of the company. This grant was in the amount of $113,246 and was awarded in April 2020 as DSUs based on his election.

Mr. Wilson did not receive an LTIP award under the Company’s 2020 LTIP program.

Service-Based Restricted Stock Units

RSUs generally vest ratably in one-year increments over three years from the date of grant, provided the recipient meets the terms including continued service. 2020 RSU award grants are reflected in the tables “Grants of Plan Based Awards in 2020,” and “Summary Compensation Table”. The 2020 award under our regular LTIP program for each NEO (other than Messrs. Kelson and Wilson) as a percentage of base salary is as follows:

	2020 RSU Grants (as a percentage of base salary)
	Mr. Smith's leadership on this strategic initiative and to enhance the Company's ability to retain his services for the foreseeable future. This award is described in footnote 3 to the Summary Compensation Table on page 35.Fortson			43.8%
	Mr. Smith			32.5%
	Mr. Woodcock			31.3%
	Ms. Burgeson			28.8%

Mr. Fortson’s percentages are based on his annual compensation of $535,000 as of date the award was granted.

~~Other Compensation Practices~~

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Non-Qualified Options

Options vest ratably in one-year increments over three years from the date of grant, provided the recipient meets the terms of the award including continued service. Options have an exercise price equal to the fair market value per share on the date of grant and have a ten-year term. Grants prior to 2020 vested in full on the third anniversary date of the grant. In 2019 the LD&C Committee approved the change from 3-year cliff vesting to 3-year ratable vesting to bring options vesting in line with peer group practices and Comparative Compensation Data.

The options granted as a part of the 2020 LTIP program to each NEO (other than Messrs. Kelson and Wilson) as a percentage of base salary is as follows:

	2020 NQO Grants (as a percentage of base salary)
	Mr. Fortson			43.8%
	Mr. Smith			32.5%
	Mr. Woodcock			31.3%
	Ms. Burgeson			28.8%

Mr. Fortson’s percentages are based on his annual compensation of $535,000 as of the date the award was granted.

Performance-Based Restricted Stock Units

PSUs vest on the third anniversary of the date of grant, provided the recipient meets the terms including continued service. Payout is dependent on the achievement of pre-determined performance targets set by the LD&C Committee for the related three-year performance period.

The LD&C Committee determined that for PSU awards granted in 2020 (“2020 PSU Awards”), 2022 adjusted return on invested capital (ROIC)¹ and adjusted three-year cumulative earnings per share (Cumulative EPS)¹ continued to be an appropriate and effective measure of Ingevity’s overall performance, and established threshold, target and maximum performance targets for the related three-year performance period from January 1, 2020 through December 31, 2022.

There is no payout for performance under threshold. Payout at threshold is at 25 percent of units granted, at target is 100 percent and at maximum is 200 percent. The LD&C Committee set the threshold at 25 percent funding rather than 50 percent, due to volatility in oilfield technologies and certain industrial specialties markets. Linear interpolation is used to determine award payouts between these pre-determined points. At the time that the performance levels were set, target level of performance was believed to be challenging, but achievable; maximum level was believed to be achievable, but only with exceptional performance.

The 2020 PSU Awards vest on performance certification by the LD&C Committee. The number of vested shares are determined based on the Company’s financial performance relative to the pre-established ROIC and Cumulative EPS targets for the 2020-2022 performance period, with adjusted payouts for threshold, target and maximum performance (capped at 200 percent payout), as determined by the LD&C Committee at the end of the performance period.

In 2020, the NEOs (other than Messrs. Kelson and Wilson) were granted the following 2020-2022 PSU opportunity:

	2020-2022 PSU Targets (as percent of base salary)
	Threshold	Target	Maximum
Mr. Fortson	35.4%	141.6%	283.2%
Mr. Smith	16.3%	65.0%	130%
Mr. Woodcock	15.6%	62.5%	125%
Ms. Burgeson	14.4%	57.5%	115%

Mr. Fortson received a $700,000 PSU award upon being appointed President and CEO on September 1, 2020, in addition to his February 2020 grant of $468,146. The percentages are based on $825,000, his compensation at the time of his appointment as CEO. The targets and vesting terms for the $700,000 RSU grant are consistent with those described above for the 2020 PSU Awards granted in February 2020.

1	See Appendix A for more detail on the calculation of ROIC and ~~Policies~~Cumulative EPS.

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PSU Target Metric Adjustments

The LD&C Committee may adjust PSU metrics from time to time to exclude the effect of certain non-recurring items of gain or loss or other significant, out of the ordinary matters, where they had not been factored into established performance targets, such as mergers, acquisitions and dispositions; entry into joint ventures; significant restructurings; or changes in accounting rules or tax codes. These 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 such as changes in effective tax rates.

In late 2018 and early 2019, the LD&C Committee considered the impact of several significant, unplanned 2018 events impacting Company results, including Average ROIC and Cumulative EPS:

the reduction in the Company’s effective tax rate (U.S. Tax Reform of 2017);

the 2018 acquisition of Georgia-Pacific’s pine chemicals business;

the 2018 acquisition of the remaining 30% interest in the Company’s Purification Cellutions, LLC joint venture; and

the 2019 acquisition of the Capa business.

Consistent with the approach described above, the LD&C Committee approved adjustments, both positive and negative, to the ROIC and Cumulative EPS targets for the PSUs granted for 2018. This approval reflected the LD&C Committee’s judgment that adjustment of performance targets of unvested LTIP grants was appropriate in light of these significant, non-recurring items, such that executives would not be unduly rewarded nor penalized.

Consistent with the approach described above and the actions taken with respect to 2018 events, the LD&C Committee approved further adjustments, both positive and negative, to the ROIC and Cumulative EPS targets for the PSUs granted for 2018 based on unplanned events occurring in 2018 and 2019. This approval similarly reflected the LD&C Committee’s judgment that adjustment of performance targets of unvested LTIP grants was appropriate in light of these significant, non-recurring items, such that executives would not be unduly rewarded nor penalized.

Payments of 2018 PSUs Awards

The PSU awards made in 2018 (“2018 PSU Awards”) had ROIC and Cumulative EPS as the performance targets for the related 2018-2020 performance period. The performance targets for these grants were established in the beginning of 2018, reflecting the long-term goals in place at that time. As indicated above under “Metric Adjustments” the Committee made adjustments to these targets to reflect the impact, both positive and negative, from the changes described.

The table below shows the adjustments to the financial metrics for the 2018 PSU Awards:

Metric	Performance	Goal before Adjustment	Adjusted Goal
Cumulative EPS (weighted 50%)	Threshold	$10.37	$11.39
	Target	12.20	$13.40
	Maximum	$13.42	$14.74
2020 ROIC (weighted 50%)	Threshold	22.46%	12.93%
	Target	24.96%	15.43%
	Maximum	27.46%	17.93%

The LD&C Committee approved payment to the NEOs of the 2018 PSU Awards, based upon the achievement of ROIC goal between threshold and target levels and Cumulative EPS three-year performance goal between target and maximum levels. As a result, these PSUs were paid at 123% percent of the amount of the target number of PSUs. In determining performance results, the Committee previously determined that it would be appropriate to make adjustments for certain unanticipated, extraordinary costs that were incurred in 2018, the year in which the Company initiated litigation to protect certain intellectual property against infringing activity. Therefore, the Committee approved adjustments to actual performance to include those 2018 litigation costs, which resulted in a $0.55 positive adjustment to Cumulative EPS results and a 0.36 percent positive adjustment ROIC costs.

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The LD&C Committee certified and approved the payout based on Cumulative EPS of $14.54 and 2020 ROICof 13.50 percent as described in the table below:

Metric	Threshold (50%)	Target (100%)	Maximum (200%)	Actual Performance	Funding
Cumulative EPS⁽¹⁾ (weighted 50%) - as adjusted	$11.39	$13.40	$14.74	14.54	185%
2020 ROIC⁽¹⁾ (weighted 50%) - as adjusted	12.93%	15.43%	17.93%	13.50%	61%

(1)	See Appendix A for more details on the calculation of actual performance on the Cumulative EPS and Average ROIC.

Payment calculation for 2018 PSU Awards settled in February 2021, is described in the table below:

Name	Target Units	Percentage Payable	Units Payable
John C. Fortson	5,899	123%	7,256
Michael P. Smith	2,937	123%	3,613
S. Edward Woodcock	2,203	123%	2,710
Katherine P. Burgeson	2,097	123%	2,579

Mr. Wilson’s 2018 PSU Awards were forfeited upon the termination of his employment, and Mr. Kelson did not participate in the Company’s 2018 LTIP program for NEOs.

Additional Elements of NEO Compensation

Other than Mr. Kelson, our NEOs generally participate in the same retirement and welfare benefit plans as other Ingevity employees. Such plans are intended to be competitive with market practice and are described on page 39 under “Retirement Plans, Welfare 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 deferred compensation plan, which is described more fully on page 47. 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 perquisites program is limited and designed to promote the security and wellbeing of our executives, thereby allowing them to focus on Company business. Executive perquisites 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.

Other Compensation Policies and Practices

NEO 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. Our guidelines require stock ownership levels as a value of Ingevity shares equal to a multiple of base salary or retainer for non-employee directors. The Ownership Guidelines require all NEOs to retain 50 percent of net shares received under LTIP awards until the following stock ownership levels are met:

	Position			Required Salary Multiple
	CEO			5x
	Other NEOs			3x

In determining compliance with these guidelines, stock ownership includes shares and unvested RSUs. Unvested 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. As of December 31, 2020, Mr. Smith has met his ownership guidelines, and the other NEOs employed on that date are on track to achieve their target ownership levels in a timely manner.



~~Position~~	~~Required Salary Multiple~~
~~CEO~~	5x
~~Other NEOs~~	3x

In determining compliance with these guidelines, stock ownership includes shares and unvested RSUs. Unvested PSUs and vested but unexercised stock options are not included. Executives have five years from the date of their designation to achieve the targeted level of ownership. As of February 20, 2019, Messrs. Wilson and Fortson and Ms. Burgeson have met their respective ownership guidelines and the other NEOs are on track to achieve their target ownership levels in a timely manner.

INGEVITY - ~~2019~~2021 Proxy Statement ~~- 31~~

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~~Anti-Hedging/Anti-Pledging~~

Ingevity’s insider trading policy prohibits members of our Board, executive officers and other employees from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument

~~relating to the future price of our securities or pledging Ingevity Common Stock as collateral for any loans.~~

~~Recoupment Policy~~

~~We maintain a compensation recoupment (or "claw back"~~

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Anti-Hedging

Ingevity’s insider trading policy prohibits members of our Board, officers and other employees from trading in options, warrants, puts and calls or similar instruments of Company securities or selling Company securities “short.” The policy also prohibits holding Company securities in margin accounts.

Recoupment Policy

We maintain a compensation recoupment (or “claw-back”) policy covering our NEOs. 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 to the requirement for the restatement. In that review, the Board will consider whether any covered current or former executive received Incentive Compensation (as defined in the policy) that 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 the Company’s restated results. The Board will further consider whether any such current or former executive engaged in Misconduct (as defined in the policy) that resulted in or substantially contributed to the material restatement.

If the Board determines that any covered executive engaged in Misconduct and 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 results of operations, the Board has the power to direct that the Company recover all or a portion of the excess Incentive Compensation.

The Board may consider such factors as it shall determine relevant in determining the appropriate recoupment from a covered 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 LD&C Committee has adopted equity grant practices that set forth guidelines for the granting of equity based compensation, including, among others, approval of annual awards by the LD&C Committee at regularly scheduled first quarter committee meeting, no back-dating of awards, and providing limited discretion to the CEO to grant awards to employees who are not executive officers for the purpose of attracting, retaining and motivating such employees.

Severance and Double Trigger Change of Control Arrangements

The LD&C Committee approved severance and double trigger change of control agreements covering each of the NEOs (other than Mr. Kelson), which became effective on March 1, 2017.

A NEO whose employment is terminated by the Company in the absence of a change of control is entitled to receive severance benefits, provided the termination was without Cause (as defined). A 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 Company’s financial statements filed with the SEC, the Company’s Board will review the facts and circumstances that led to the requirement for the restatement. In that review, the Board will consider whether any covered current or former executive received Incentive Compensation (as defined in the policy) that 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 the Company’s restated results. The Board will further consider whether any such current or former executive engaged in Misconduct (as defined in the policy) which resulted in or substantially contributed to the material restatement.

If the Board determines that any covered executive engaged in Misconduct, and 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 results of operations, the Board may, in its sole discretion, direct that the Company recover all or a portion of the excess Incentive Compensation.

The Board may consider such factors as it shall determine relevant in determining the appropriate recoupment from a covered 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 Committee has adopted equity grant practices that set forth guidelines for the granting of equity based compensation, including among other approval of annual awards by the Compensation Committee at regularly scheduled

first quarter committee meeting, no back-dating of awards, and providing limited discretion to the CEO to grant awards to employees who are not executive officers for the purpose of attracting, retaining and motivating such employees.

~~Severance and Double Trigger Change of Control Agreements~~

~~The Compensation Committee approved severance and double trigger change of control agreements covering each of the NEOs, which became effective on March 1, 2017.~~

An NEO whose employment is terminated by the Company in the absence of a change of control 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 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 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 Internal Revenue Code on excess parachute payments.

The treatment of Ingevity’s equity awards in the event of a change of control is governed by the award agreements and our 2016 Omnibus Incentive Plan, which was amended in 2019 to clarify that vesting of our NEOs’ awards occurs on a double-trigger basis (that is, upon both a change of control and a qualifying termination of employment without cause or for good reason). In particular, under the 2016 Omnibus Incentive Plan, outstanding Ingevity equity awards that are replaced by the acquirer in a change of control by a qualifying replacement award will not become vested as a result of the change of control and instead will remain subject to the vesting conditions of the replacement award, with accelerated vesting in full (without pro-ration) only in the event of involuntary termination or termination by the employee for good reason. In the

38			INGEVITY - ~~2019~~2021 Proxy Statement ~~- 32~~ ~~TABLE OF CONTENTS~~ 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 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 Internal Revenue Code on excess parachute payments.~~

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event of a change of control of Ingevity in which the acquirer does not issue replacement awards, outstanding performance based awards would vest on a pro-rata basis up to the date of the change of control, based on performance through that date (or the target level of performance, if higher) and time-based awards would vest in full (without pro-ration) as of the date of the change of control.

Retirement Plans, Welfare Benefits and Perquisites

NEOs (other than Mr. Kelson) 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 percent Company match, 3 percent non-contributory Company contribution and a 5-year Company transition contribution of either 10 percent for employees grandfathered in the WestRock final average pay pension plan or 4 percent for employees grandfathered in the WestRock cash balance pension plan. These transition contributions terminate December 31, 2020.

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 a select group of highly compensated employees, including the NEOs, which allows participants to defer up to 80 percent of their base compensation and 100 percent of their annual incentive. The plan also contains a restoration component that restores lost defined contribution benefits due to IRS limits.

Mr. Wilson

Effective February 20, 2020, Mr. Wilson resigned from his position as President and Chief Executive Officer of the Company and as a member of our Board. Upon his resignation, Mr. Wilson entered into a Separation and Release Agreement (the “Separation Agreement”) that terminated that certain Severance and Change of Control Agreement between Mr. Wilson and the Company, dated March 1, 2017 (except for the non-competition, non-solicitation, confidentiality and certain other restrictive covenants specified in that Separation Agreement), and Mr. Wilson did not receive any severance pay from the Company. In connection with his resignation, Mr. Wilson was entitled only to retain stock options that had previously become vested, his PSUs earned for the 2017-2019 performance period, and his vested account balance under the Ingevity Corporation Deferred Compensation Plan. Mr. Wilson received no cash payments, outside from payments on account of any accrued unused vacation, as a result of his resignation.

Ms. Burgeson

On June 16, 2020, Ms. Burgeson participated in the Company’s previously announced early retirement program available to certain U.S. employees who met minimum age and length of service requirements. Effective July 13, 2020, Ms. Burgeson transitioned from Executive Vice President, General Counsel & Secretary to the role of Special Counsel until her retirement from the Company effective as of August 1, 2020. Pursuant to the terms of the early retirement program, Ms. Burgeson received (i) a lump sum severance payment of $415,000 equal to 1 times her annual base salary; (ii) accelerated vesting of all of her unvested stock options and a pro rata portion of her outstanding RSUs and PSUs (contingent upon achievement of applicable performance goals, in the case of PSUs); (iii) a lump sum cash payment of $598,592 for her unvested RSUs and PSUs based on the closing price of the Company’s common stock on the date of her retirement; (iv) a lump sum payment of $11,971 for any accrued and unused vacation time as of her retirement date; (v) a three-month COBRA subsidy of $3,300; and (vi) access to certain financial planning services for the remainder of 2020. Ms. Burgeson’s benefits under the early retirement program were contingent upon her execution of a general release of claims in favor the Company and its affiliates. For more information regarding the amounts of payments and benefits received by Ms. Burgeson in connection with her early retirement, please see the disclosure on page 43 of this Proxy Statement.

~~Retirement Plans, Welfare 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~~

~~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.~~

~~Risk Analysis~~

The Compensation Committee engaged Pearl Meyer to review 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.

In conducting this assessment, Pearl Meyer reviewed various components and design features of all of the Company’s executive and non-executive plans and programs and analyzed them in the context of risk mitigation. A summary of the findings of the assessment was provided to the Compensation Committee, which concluded 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 assessment and reviewed by the Compensation 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 Committee’s ability to exercise negative discretion to reduce the amount of the annual and long-term incentive awards; (vii) the existence of a recoupment policy; and (viii) internal controls and oversight structures in place at the Company.

Based on Pearl Meyer’s review, the Compensation Committee’s deliberations and such other matters as the Compensation Committee deemed relevant, the Compensation 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.

INGEVITY - ~~2019~~2021 Proxy Statement ~~- 33~~			39 ~~TABLE OF CONTENTS~~ ~~Tax and Accounting Considerations~~ The Compensation Committee considers tax and accounting considerations in structuring our executive compensation program. For example, accounting matters are one of many factors that our Compensation Committee considers in determining compensation mix and amount. Section 162(m) of the Internal Revenue Code (“Section 162(m)”) was recently amended to significantly expand the disallowance of tax deductions to public companies for compensation over $1 million paid for any fiscal year to the Company’s covered employees (generally, the chief executive officer, chief financial officer and three most highly compensated executive officers (other than the chief executive officer or chief financial officer). 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 written agreement in effect on November 2, 2017 that is not materially modified after that date. Certain compensation is also "grandfathered" under Section 162(m). While our Compensation Committee structured certain awards to our

executive officers under our annual and long-term plans to qualify for this exemption, there can be no guarantee that any such awards will be or remain exempt from Section 162(m). Further, the Compensation Committee believes that stockholder interests are best served if the Compensation Committee’s discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expenses. Thus, considering the repeal of the performance-based compensation exception to 162(m) and the expansion of the group of covered employees, our Compensation Committee expects to approve compensation that is not deductible for income tax purposes. However, the Compensation Committee does not anticipate a shift away from variable or performance-based compensation payable to our NEOs 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.

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Risk Analysis

The LD&C Committee reviewed 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.

In conducting this assessment, the LD&C Committee reviewed various components and design features of all of the Company’s executive and non-executive plans and programs and analyzed them in the context of risk mitigation. A summary of the findings of the assessment was provided to the LD&C Committee, which concluded 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 the assessment and reviewed by the LD&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 LD&C Committee’s ability to exercise negative discretion to reduce the amount of the annual and long-term incentive awards; (vii) the existence of a recoupment policy; and (viii) internal controls and oversight structures in place at the Company.

Based on its review, the LD&C Committee’s deliberations and such other matters as the LD&C Committee deemed relevant, the LD&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 Considerations

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

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) was amended by the Tax Cuts and Jobs Act of 2017 to significantly expand the disallowance of tax deductions to public companies for compensation over $1 million paid for any fiscal year to the Company’s covered employees (generally, the chief executive officer, chief financial officer and three most highly compensated executive officers (other than the chief executive officer or chief financial officer)). As a result of the amendments to Section 162(m), except as otherwise provided in the transition relief provisions of the Tax Cuts and Jobs Act of 2017, compensation paid to any of our covered employees generally will not be deductible to the extent that it exceeds $1 million. However, the LD&C Committee believes that stockholder interests are best served if the LD&C Committee’s discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expenses. Thus, the LD&C Committee reserves the ability to approve compensation that is not deductible for income tax purposes, where the LD&C Committee determines that such compensation is appropriate.

40			INGEVITY - ~~2019~~2021 Proxy Statement

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LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE REPORT

The LD&C Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the LD&C Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for fiscal 2020.

THE LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE

Frederick J. Lynch, Chair

Jean S. Blackwell

Diane H. Gulyas

Daniel F. Sansone

INGEVITY - 342021 Proxy Statement			41

			~~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 three other most highly compensated executive officers of our Company during 2018,~~

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COMPENSATION TABLES AND OTHER MATTERS

SUMMARY COMPENSATION TABLE

The table below includes the total compensation of our Chief Executive Officer, our Chief Financial Officer and the three other most highly compensated executive officers of our Company during 2020, whom we refer to in this proxy statement as NEOs, for the fiscal year ended December 31, 2020.

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 President & Chief Executive Officer, and Interim Chief Financial Officer & Treasurer	2020	630,416		1,402,222	234,067	455,454	—	109,343	2,831,502
	2019	518,750		1,432,646	227,510	361,816	—	129,830	2,670,102
	2018	503,750		662,879	220,942	707,000	—	124,317	2,218,888
Michael P. Smith President, Performance Chemicals: EVP, Strategy	2020	451,667		443,690	147,877	214,020	—	70,622	1,327,876
	2019	413,750		389,213	129,703	187,746	—	88,484	1,208,896
	2018	397,917		580,103	110,025	499,200	—	75,056	1,662,301
S. Edward Woodcock President, Performance Materials	2020	420,000		398,469	132,816	315,000	80,973	87,040	1,434,298
	2019	362,022		301,300	100,400	317,988	88,737	137,875	1,308,322
	2018	327,500		247,578	82,525	363,000	—	76,215	1,096,818
Richard B. Kelson Former Interim President & Chief Executive Officer	2020	1,623,077		113,246	—	—	—	—	1,736,323
	2019	—		—	—	—	—	—	—
	2018	—		—	—	—	—	—	—
Katherine P. Burgeson Former General Counsel & Secretary	2020	241,250		358,023	119,326	—	163,686	1,083,903	1,966,188
	2019	403,750		334,253	111,398	241,542	213,643	97,280	1,401,866
	2018	387,500		292,598	97,525	468,000	—	84,547	1,330,170
D. Michael Wilson Former President & Chief Executive Officer	2020	131,750		—	—	—	—	14,868	146,618
	2019	927,500		2,092,626	697,534	—	—	266,286	3,983,946
	2018	895,833		1,856,270	618,771	1,800,000	—	251,903	5,422,777

(1)

The amounts reported in this column for NEOs other than Mr. Kelson represent salaries before contributions to the Company’s qualified and non-qualified retirement and savings plans. For Mr. Kelson, the amount reported in this column includes his $225,000 monthly compensation for serving as Interim President and Chief Executive Officer from February 20, 2020 through August 31, 2020, plus $90,000 for his annual Board retainer and $100,000 for his Chairman retainer.

(2)

These 2020 values represent the aggregate grant date fair value of the service-based and performance-based 2020 RSU awards as computed in accordance with FASB ASC Topic 718. The assumptions used in determining the grant date fair value of the stock awards are set forth in Note 12 to our consolidated financial statements, included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018.~~

Name and
Principal Position Year
Salary⁽¹⁾
($)
Bonus⁽²⁾
($)
Stock
Awards⁽³⁾
($)
Option Awards⁽⁴⁾
($)
Non-Equity
Incentive
Comp.⁽⁵⁾
($)
Change in
Pension
Value and
Nonqualified
Deferred
Comp.
Earnings⁽⁶⁾
($)
All Other
Comp.⁽⁷⁾
($)
Total
($)
D. Michael Wilson 2018 895,833
—
1,856,270
618,771
1,800,000
—
251,903
5,422,777
President and CEO 2017 845,833
—
1,593,778
531,253
1,700,000
—
186,723
4,857,587
2016 800,000
565,419
2,579,160
509,157
1,029,600
—
616,767
6,100,103
John C. Fortson 2018 503,750
—
662,879
220,942
707,000
—
124,317
2,218,888
CFO & Treasurer 2017 488,750
—
643,534
214,493
686,000
—
100,819
2,133,596
2016 475,000
197,678
1,608,602
286,606
427,930
—
356,169
3,351,985
Katherine P. Burgeson 2018 387,500
—
292,598
97,525
468,000
—
84,547
1,330,170
General Counsel 2017 357,500
—
229,488
76,503
360,000
131,306
68,047
1,222,844
2016 325,833
89,950
269,912
80,533
209,680
642
223,525
1,200,075
Michael P. Smith 2018 397,917
—
580,103
110,025
499,200
—
75,056
1,662,301
President, Performance Chemicals; EVP, Strategy 2017 369,167
—
224,974
74,991
412,500
—
67,722
1,149,354
S. Edward Woodcock 2018 327,500
—
247,578
82,525
363,000
—
76,215
1,096,818
President, Performance Materials 2017 297,917
—
179,990
59,997
330,000
53,784
96,869
1,018,557
2016 275,000
48,611
192,454
54,731
176,960
7,411
30,914
786,081


~~(1)~~	~~The amounts in this column represent salaries before compensation reduction under the Company’s qualified and non-qualified retirement and savings plans.~~

~~(2)~~

These values represent the 2016 amounts paid to Messrs. Wilson, Fortson and Ms. Burgeson pursuant to their Letter Agreements entered into in connection with their employment. These provided for short-term cash awards for the period commencing from their respective hire dates and ending with the Separation, prorated for the partial year and assuming target performance. In the case of Mr. Woodcock, the amounts above include a 2016 incentive cash replacement awards in the amount of $48,611, which was an award granted by WestRock and assumed by Ingevity under the terms of the Employee Matters Agreement in connection with the Separation.

~~(3)~~

These 2018 values represent the aggregate grant date fair value of the service-based and performance-based restricted stock unit awards made in 2018 as computed in accordance with FASB ASC Topic 718. The assumptions used in determining the grant date fair value of the stock awards are set forth in Note 11 to our consolidated financial statements, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. For grants of restricted stock units, the fair value per share is equal to the closing price of Ingevity’s Common Stock on the NYSE on the date of grant. Mr. Smith’s value includes a special RSU2020. For grants of RSUs, the fair value per share is equal to the closing price of Ingevity’s Common Stock on the NYSE on the date of grant. Mr. Fortson's value includes a special PSU grant upon his appointment as CEO on September 1, 2020 approved by the LD&C Committee with a fair market value of $700,000. See “Compensation Discussion & Analysis Other Compensation Practices and Policies” on page 37. With respect to the 2020 grants of PSUs, the value is reported assuming the target level of performance is achieved. The grant date value of the 2020 PSU awards if the maximum level of performance was achieved would be: Mr. Fortson $2,336,292; Mr. Smith $591,500; Mr. Woodcock $531,250; and Ms. Burgeson $445,670. Messrs. Kelson and Wilson did not receive any awards under the Company’s 2020 LTIP program for executives. The amount reported in this column for Mr. Kelson reflects the grant date fair value of the Deferred Stock Units (DSUs) granted to him in 2020 in lieu of his annual grant of director RSUs plus 211 RSUs that were forfeited when Mr. Kelson ceased being an independent Board member, in accordance with his election under the Non-Employee Director Deferred Compensation Committee with a fair Market value of $250,000, See "Compensation Discussion & Analsysis - Other Compensation Practices and Policies" on page 31. With respect to the 2018 grants of PSUs, the value is reported assuming the target level of performance is achieved. The value of the 2018 PSU awards if the maximum level of performance was achieved would be: Mr. Wilson $2,475,026; Mr. Fortson $883,788; Mr. Smith $440,021; Mr. Woodcock $330,053; and Ms. Burgeson $390,131.

~~(4)~~

These 2018 values represent the aggregate grant date fair market value of stock option awards granted in 2018 computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to the Company’s audited consolidated financial statements for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2019.


~~(5)~~	~~The 2018 amounts shown in this column represent cash payments made to NEOs under the Short-Term Incentive~~ Plan. ~~See “Compensation Discussion and Analysis — 2018 STIP” for additional information regarding the plan design, 2018 actual performance and payouts authorized under the plan.~~

~~(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 - 2018 at page 38. The amounts in this column represent the actuarial increase in the present value of the two participating NEOs’ benefits under this non-qualified Retirement Restoration Plan maintained by the Company during the 12-months ended December 31, 2018. The present value of accumulated benefits is based on benefits payable at age 65 using a discount rate of 4.15 percent 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 2018. No above market or preferential earnings are provided to any NEO on non-qualified deferred compensation. Due to the changes in discount rate and mortality tables, the increase in pension values for Ms. Burgeson and Mr. Woodcock are negative. The actual change in the value of the pension benefit was -$54,964 and -$31,738 for the Retirement Restoration Plan, respectively.

(3)

These 2020 values represent the aggregate grant date fair market value of stock option awards granted in 2020 computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to the Company’s audited consolidated financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2021.

(4)

The 2020 amounts shown in this column represent cash payments made to NEOs under the Short-Term Incentive Plan. See “Compensation Discussion and Analysis — Short-Term Incentive Plan and 2020 Awards” for additional information regarding the plan design, 2020 actual performance and payouts authorized under the plan. Messrs. Kelson and Mr. Wilson did not participate in the STIP for 2020. Ms. Burgeson took early retirement and was not eligible for a STIP under the terms of the early retirement program.

42			INGEVITY - ~~2019~~2021 Proxy Statement

TABLE OF CONTENTS

(5)

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 - 352020 at page 46. The amounts in this column represent the actuarial increase in the present value of the two participating NEOs’ benefits under this non-qualified Retirement Restoration Plan maintained by the Company during the 12-months ended December 31, 2020. 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 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 2020. No above market or preferential earnings are provided to any NEO on non-qualified deferred compensation.

~~TABLE OF CONTENTS~~


~~(7)~~	~~Amounts shown in this column for 2018 are derived as follows:~~

D. Michael
Wilson John C.
Fortson Katherine P.
Burgeson Michael P.
Smith S. Edward
Woodcock
Financial Planning/Counseling^(a)
15,228
15,000
15,325
15,231
15,228
Qualified Savings Plan Contributions^(b)
24,750
24,750
24,750
23,438
24,750
Non-Qualified Savings Plan Contributions^(c)
208,875
82,328
42,525
34,406
34,425
Life Insurance Premiums 1,913
1,102
810
844
675
Executive Long-Term Disability^(d)
1,137
1,137
1,137
1,137
1,137
Total Other Compensation 251,903
124,317
84,547
75,056
76,215

~~(a)~~

~~Reimbursement by the Company for financial planning.~~

(6)	Amounts shown in the “All Other Compensation” column for 2020 are derived as follows:

Other Compensation

	John C. Fortson	Michael P. Smith	S. Edward Woodcock	Richard B. Kelson	Katherine P. Burgeson	D. Michael Wilson
Financial Planning/Counseling⁽¹⁾	$15,815	15,842	16,103	—	10,855	2,635
Qualified Savings Plan Contributions⁽²⁾	$25,650	24,434	24,908	—	22,070	11,857
Non-Qualified Savings Plan Contributions⁽³⁾	$63,651	25,291	41,500	—	18,268	—
Life Insurance Premiums	$2,014	2,957	2,570	—	2,578	—
Executive Long-Term Disability⁽⁴⁾	$2,213	2,098	1,959	—	1,269	376
ERIP Compensation⁽⁵⁾	—	—	—	—	1,028,863	—
Total Other Compensation	$109,343	70,622	87,040	—	1,083,903	14,868

(1)	Company provided financial planning including service fee and travel expenses.
~~(b)~~

(2)	Annual matching and non-contributory contributions by the Company to qualified 401(k) Savings Plan.


~~(c)~~

(3)	Annual matching and non-contributory contributions by the Company to non-qualified deferred compensation plan.


~~(d)~~

(4)	Annual long-term disability premium paid by the Company.

~~Grants of Plan-Based Awards in 2018~~

The following table reports plan-based awards granted to the NEOs during fiscal 2018. The material terms of our short- and long-term incentive compensation awards are described in “Compensation Discussion and Analysis — Executive

(5)

Compensation ~~Philosophy and Pay Elements” beginning on page 22.~~

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 Incentive 450,000
900,000
1,800,000

PSUs 2/28/2018 8,260 16,520 33,040 1,237,513
RSUs 2/28/2018 8,260
618,757
Stock Options 2/28/2018 24,256
74.91
618,771
John C. Fortson
STIP Annual Incentive 176,750
353,500
707,000

PSUs 2/28/2018 2,950 5,899 11,798 441,894
RSUs 2/28/2018 2,950
220,985
Stock Options 2/28/2018 8,661
74.91
220,942
Katherine P. Burgeson
STIP Annual Incentive 117,000
234,000
468,000

PSUs 2/28/2018 1,302 2,604 5,208 195,066
RSUs 2/28/2018 1,302
97,533
Stock Options 2/28/2018 3,823
74.91
97,525
Michael P. Smith
STIP Annual Incentive 130,000
260,000
520,000

PSUs 2/28/2018 1,469 2,937 5,874 220,011
RSUs 2/28/2018 4,807
360,092
Stock Options 2/28/2018 4,313
74.91
110,025
S. Edward Woodcock
STIP Annual Incentive 90,750
181,500
363,000

PSUs 2/28/2018 1,102 2,203 4,406 165,027
RSUs 2/28/2018 1,102
82,551
Stock Options 2/28/2018 3,235
74.91
82,525


~~(1)~~	These columns reflect threshold, target and maximum amounts potentially payable under the Short-Term Incentive Plan if certain performance criteria are satisfied during the 2018 fiscal year, subject to continued employment with the Company. See “Compensation Discussion and Analysis” for additional detail regarding the performance targets and amounts that may be earned.


~~(2)~~	These columns reflect the threshold, target and maximum number of shares that may be earned pursuant to PSUs awarded under the Long-Term Incentive Plan if certain performance goals are satisfied as of December 31, 2018, subject to continued employment with the Company. See "Compensation Discussion and Analysis" regarding the performance targets and amounts that may be earned.

~~INGEVITY - 2019 Proxy Statement - 36~~

~~TABLE OF CONTENTS~~


~~(3)~~	RSU awards generally vest ratably in one-third increments over a three-year period from the date on which the Compensation Committee approves compensation decisions in February of each calendar year. Mr. Smith received a special RSU award, as described on page 31, that is subject to three-year cliff vesting.


~~(4)~~	~~All options granted in 2018 vest in full on February 28, 2021, subject to continued employment with the Company.~~


~~(5)~~	~~This represents the closing price of the Common Stock of the Company on the date of grant issuance.~~


~~(6)~~	This amount represents the full grant fair market value of equity awards (PSUs, RSUs and options) computed in accordance with FASB ASC Topic 718. The fair market value of the PSUs is calculated at target.

~~Outstanding Equity Awards at 2018 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, 2018.~~

Option Awards⁽¹⁾

Stock Awards⁽²⁾
Name
(a) Grant Date (b) Option Awards Number of Securities Underlying Unexercised Options Exercisable (c) (1) Number of Securities Underlying Unexercised Options Unexercisable (d) Number of Securities Underlying Unexercised Unearned Options (e) Option Exercise Price (f) Option Expiration Date (g) Stock Awards Number of Shares of Stock that have not yet Vested (h) (2) Market Value of Unvested Shares of Stock ($) (i) (4) Equity Incentive Plan Awards: Number of Unearned Unvested Units or Shares (J) (3) Plan Awards Payout Value of Unearned, Unvested Units or Shares ($) (k) (4)
D. Michael Wilson 5/27/16 0 48,170 0 27.90
5/27/2026 91,947 7,695,044
73,052
6,113,722
2/27/17 0 25,652 0 53.11
2/27/2027
2/28/18 0 24,256 0 74.91
2/28/2028
John C. Fortson 5/27/16 0 27,115 0 27.90
5/27/2026 46,750 3,912,508
27,954
2,339,470
2/27/17 0 10,357 0 53.11
2/27/2027
2/28/18 0 8,661 0 74.91
2/28/2028
Katherine P. Burgeson 5/27/16 0 7,619 0 27.90
5/27/2026 13,813 1,156,010
10,970
918,079
2/27/17 0 3,694 0 53.11
2/27/2027
2/28/18 0 3,823 0 74.91
2/28/2028
Michael P. Smith 2/27/17 0 3,621 0 53.11
2/27/2027 12,550 1,050,310
11,522
964,276
2/28/18 0 4,313 0 74.91
2/28/2028

S. Edward Woodcock 5/27/16 0 5178 0 27.90
5/27/2026 10,135 848,198
8,924
746,850
2/27/17 0 2897 0 53.11
2/27/2027
2/28/18 0 3235 0 74.91
2/28/2028


~~(1)~~	~~All options granted in 2016 will vest in full on February 27, 2019, those granted in 2017 will vest in full on February 27, 2020 and those granted in 2018 will vest in full on February 28, 2021.~~

~~(2)~~

The RSU awards reported in column (h) vest ratably generally in one-third increments over a three-year period tied to the date on which 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 under their Letter Agreements, the RSUs vest in one-third increments on the anniversary date of each NEO’s respective hire date with WestRock pursuant to their Letter Agreements. Mr. Smith received a special RSU award in 2018, as described on page 31, that is subject to three-year cliff vesting. Column (h) also includes PSU awards granted on May 27, 2016, which vested at the maximum level (200 percent of target), as determined by the Compensation Committee based on the Company’s attainment of pre-established financial metrics relating to return on invested capital and cumulative earnings per share for the performance period beginning January 1, 2016 through December 31, 2018, subject to the continued employment of the NEOs until February 20, 2019, the date that performance was determined by the Compensation Committee.

~~(3)~~

Column (j) includes PSU awards granted on February 27, 2017, which will vest as determined by the Compensation Committee based on the Company’s attainment of pre-established financial metrics relating to return on invested capital and cumulative earnings per share for the performance period beginning January 1, 2017 through December 31, 2019, and PSU awards granted on February 28, 2018, which will vest as determined by the Compensation Committee based on the Company’s attainment of pre-established financial metrics relating to return on invested capital and cumulative earnings per share for the performance period beginning January 1, 2018 through December 31, 2020. The number of PSU shares shown in column (j) is reported at the maximum level (200 percent of target), based on interim performance through the end of fiscal 2018.


~~(4)~~	~~Market and payout values are based on the Company’s common stock price of $83.69, which was the closing price of the Company’s common stock on December 31, 2018.~~

~~INGEVITY - 2019 Proxy Statement - 37~~

~~TABLE OF CONTENTS~~

~~Option Exercises and Stock Vested during Fiscal 2018~~

This table shows the stock options that were exercised by, and the RSUs that vested for, each of our NEOs during 2018. 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.

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 — — 22,327 2,035,485
John C. Fortson — — 14,252 1,182,141
S. Edward Woodcock — — 2,153 169,129
Katherine P. Burgeson 4,376 43,769 3,986 313,120
Michael P. Smith — — 1,009 79,262


~~(1)~~	Shares acquired for Mrs. Burgeson relate to stock option awards granted by WestRock that vested prior to Separation. The value realized upon exercise column for Mrs. Burgeson represents the difference between the exercise price and the stock price on the date of settlement.

~~(2)~~

These 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, and Smith as well as Ms. Burgeson relate to 2016 and 2017 RSU awards granted by the Company. The values realized upon vesting column for all NEOs represent the closing price on the date of settlement.

~~Pension Benefits Table - 2018~~

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 two of our NEOs 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 1,080,148
—
S. Edward Woodcock Retirement Restoration Plan 27.83 312,373
—


~~(1)~~	~~The accumulated benefits included in this column were computed through December 31, 2018 using the assumptions stated in the financial statements included in the 2018 Company Form 10-K (Note 14).~~

~~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, WestRock (the “WestRock Pension Plan”). The Retirement Restoration Plan was adopted by the Company to honor obligations under the EMA between the Company and WestRock to pay certain assumed historic liabilities transferredpaid as a result of the ~~separation.~~Early Retirement Program - severance $415,000, stock buyout of $598,592, accrued and unused vacation of $11,971 and COBRA subsidy of $3,300.

Grants of Plan-Based Awards in 2020

The following table reports plan-based awards granted to the NEOs during fiscal 2020. The material terms of our short- and long-term incentive compensation awards are described in “Compensation Discussion and Analysis — Executive Compensation Philosophy and Pay Elements” beginning on page 28.

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⁾ ($)	Grant Date Fair Market Value of Stock & Option Awards⁽⁶⁾ ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (# of awards)	Target (# of awards)	Maximum (# of awards)	All Other Stock Awards or Units (# of awards)⁽³⁾	All Other Option Awards (# of awards)⁽⁴⁾	Exercise Or Base Price of Option Awards⁽⁵⁾ ($)
John C. Fortson
STIP Annual Incentive		270,781	54,562	1,083,124	—	—	—	—	—	—	—
PSUs	02/28/2020	—	—	—	5,197	10,394	20,788	—	—	—	468,146
RSUs	02/28/2020	—	—	—	—	—	—	5,197	—	—	234,073
Stock Options	02/28/2020	—	—	—	—	—	—	—	5,792	45.04	234,067
Special PSU Award	09/01/2020	—	—	—	6,135	12,270	24,540	—	—	—	700,004
Michael P. Smith
STIP Annual Incentive		73,937	295,750	591,500	—	—	—	—	—	—	—
PSUs	02/28/2020	—	—	—	3,284	6,567	13,134	—	—	—	295,778
RSUs	02/28/2020	—	—	—	—	—	—	3,284	—	—	147,911
Stock Options	02/28/2020	—	—	—	—	—	—	—	9,318	45.04	147,877
S. Edward Woodcock
STIP Annual Incentive		63,750	255,000	510,000	—	—	—	—	—	—	—
PSUs	02/28/2020	—	—	—	2,949	5,898	11,796	—	—	—	265,646
RSUs	02/28/2020	—	—	—	—	—	—	2,949	—	—	132,823
Stock Options	02/28/2020	—	—	—	—	—	—	—	8,369	45.04	132,816

INGEVITY - 2021 Proxy Statement			43

TABLE OF CONTENTS

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⁾ ($)	Grant Date Fair Market Value of Stock & Option Awards⁽⁶⁾ ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (# of awards)	Target (# of awards)	Maximum (# of awards)	All Other Stock Awards or Units (# of awards)⁽³⁾	All Other Option Awards (# of awards)⁽⁴⁾	Exercise Or Base Price of Option Awards⁽⁵⁾ ($)
Katherine P. Burgeson
STIP Annual Incentive		62,250	249,000	498,000	—	—	—	—	—	—	—
PSUs	02/28/2020	—	—	—	2,650	5,299	10,598	—	—	—	238,667
RSUs	02/28/2020	—	—	—	—	—	—	2,650	—	—	119,356
Stock Options	02/28/2020	—	—	—	—	—	—	—	7,519	45.04	119,327
Richard B. Kelson
DSUs	04/24/2020	—	—	—	—	—	—	2,906	—	—	113,246

(1)

These columns reflect threshold, target and maximum amounts potentially payable under the Short-Term Incentive Plan if certain performance criteria are satisfied during the 2020 fiscal year, subject to continued employment with the Company. See “Compensation Discussion and Analysis” for additional detail regarding the performance targets and amounts that may be earned. Mr. Fortson's incentive is based on a proration of eight months as CFO and four months as CEO. Neither Mr. Kelson nor Mr. Wilson participated in the 2020 Short-Term Incentive Plan.

(2)

These columns reflect the threshold, target and maximum number of shares that may be earned pursuant to PSUs awarded under the Long-Term Incentive Plan if certain performance goals are satisfied as of December 31, 2022, subject to continued employment with the Company. See “Compensation Discussion and Analysis” regarding the performance targets and amounts that may be earned. Neither Mr. Kelson nor Mr. Wilson were granted any PSUs during 2020.

(3)

RSU awards to our executives generally vest ratably in one-third increments over a three-year period from the date on which the Compensation Committee approves compensation decisions in February of each calendar year. Mr. Fortson received a special RSU award, as described on page 34, that is subject to three-year cliff vesting. Mr. Wilson did not receive any stock awards during 2020. Mr. Kelson did not participate in our RSU program for executives; instead, the stock awards reported for Mr. Kelson represent the DSUs granted to him during 2020 in lieu of his director RSU award plus 211 RSUs that were forfeited when Mr. Kelson ceased being an independent Board member, in accordance with his election under the Non-Employee Director Deferred Compensation Program. Following his passing away, Mr. Kelson's DSUs vested on February 16, 2021 and were settled in Ingevity common shares.

(4)	All options granted in 2020 vest ratably over three years on the anniversary date of the grant, subject to employment with the company. Neither Mr. Kelson nor Mr. Wilson was granted any options during 2020.

(5)	This represents the closing price of the Common Stock of the Company on the date of grant of the option.

(6)	This amount represents the full grant fair market value of equity awards (PSUs, RSUs, options and DSUs) computed in accordance with FASB ASC Topic 718. The fair market value of the PSUs is calculated at target.

44			INGEVITY - 2021 Proxy Statement

TABLE OF CONTENTS

Outstanding Equity Awards at 2020 Fiscal Year End

The table below shows the equity awards that have been awarded by the Company to our NEOs and which remained outstanding as of December 31, 2020.

		Option Awards⁽¹⁾					Stock Awards
Name (a)	Grant Date (b)	Number of Securities Underlying Unexercised Options Exercisable⁽¹⁾ (c)	Number of Securities Underlying Unexercised Options Unexercisable (d)	Number of Securities Underlying Unexercised Unearned Options (e)	Option Exercise Price (f)	Option Expiration Date (g)	Number of Shares of Stock that have not yet Vested⁽²⁾ (h)	Market Value of Unvested Shares of Stock ($)⁽⁴⁾ (i)	Equity Incentive Plan Awards: Number of Unearned Unvested Units or Shares⁽³⁾ (j)	Plan Awards Payout Value of Unearned, Unvested Units or Shares ($)⁽⁴⁾ (k)
John C. Fortson
	05/27/2016	27,115	—	—	27.90	05/27/2026	21,262	1,610,171	24,639	1,865,911
	02/27/2017	10,357	—	—	53.11	02/27/2027	—	—	—	—
	02/28/2018	—	8,661	—	74.91	02/28/2028	—	—	—	—
	02/28/2019	1,931	3,861	—	115.22	02/28/2029	—	—	—	—
	02/28/2020	—	14,749	—	45.04	02/28/2030	—	—	—	—
Michael P. Smith
	05/27/2016	4,257	—	—	27.90	05/27/2026	11,475	869,002	7,693	582,591
	02/27/2017	3,621	—	—	53.11	02/27/2027	—	—	—	—
	02/28/2018	—	4,313	—	74.91	02/28/2028	—	—	—	—
	02/28/2019	1,101	2,201	—	115.22	02/28/2029	—	—	—	—
	02/28/2020	—	9,318	—	45.04	02/28/2030	—	—	—	—
S. Edward Woodcock
	05/27/2016	5,178	—	—	27.90	05/27/2026	6,607	500,348	6,770	512,692
	02/27/2017	2,897	—	—	53.11	02/27/2027	—	—	—	—
	02/28/2018	—	3,235	—	74.91	02/28/2028	—	—	—	—
	02/28/2019	852	1,704	—	115.22	02/28/2029	—	—	—	—
	02/28/2020	—	8,369	—	45.04	02/28/2030	—	—	—	—
Katherine P. Burgeson
	05/27/2016	—	—	—	27.90	05/27/2026	2,286	173,119	457	34,609
	02/27/2017	3,694	—	—	53.11	02/27/2027	—	—	—	—
	02/28/2018	3,823	—	—	74.91	02/28/2028	—	—	—	—
	02/28/2019	2,836	—	—	115.22	02/28/2029	—	—	—	—
	02/28/2020	7,519	—	—	45.04	02/28/2030	—	—	—	—
D. Michael Wilson
	05/27/2016	—	—	—	27.90	05/27/2026	—	—	—	—
	02/27/2017	—	—	—	53.11	02/27/2027	—	—	—	—
	02/28/2018	—	—	—	74.91	02/28/2028	—	—	—	—
	02/28/2019	—	—	—	115.22	02/28/2029	—	—	—	—
Richard B. Kelson
	04/24/2020	—	—	—	—	—	2,906	220,071	—	—
							41,630	3,152,640	39,559	2,995,803

(1)	All options granted in 2018 will vest in full on February 27, 2021, those granted in 2019 and 2020 vest ratably in one-third increments over a three-year period from the grant date.

(2)

The ~~WestRock Pension Plan (now frozen) provides~~RSU awards reported in column (h) generally vest ratably in one-third increments over a three-year period tied to the date on which the Compensation Committee approves compensation decisions in February of each calendar year. Mr. Fortson received a special award of 6,510 RSUs in 2019, that is subject to three-year cliff vesting. Mr. Kelson did not participate in our RSU program for executives; instead, the stock awards reported for Mr. Kelson represent the DSUs granted to him during 2020 in lieu of his director RSU award plus 211 RSUs that were forfeited when Mr. Kelson ceased being an ~~unreduced benefit payable at age 65 (or 62 if~~independent Board member, in accordance with his election under the ~~employee has 20 years of service). The retirement benefit payable is equal to 1.6~~Non-Employee Director Deferred Compensation Program. Following his passing away, Mr. Kelson’s DSUs vested on February 16, 2021 and were settled in Ingevity common shares. Column (h) also includes PSU awards granted on February 28, 2018, which vested above target (123 percent of ~~final average~~target), as determined by the LD&C Committee based on the Company’s attainment of pre-established financial metrics relating to return on invested capital and cumulative earnings ~~(or pay) times years~~per share for the performance period beginning January 1, 2018 through December 31, 2020, subject to the continued employment of ~~benefit service (up~~the NEOs until February 18, 2021, the date that performance was determined by the LD&C Committee.

(3)

Column (j) includes PSU awards granted on February 28, 2019, which will vest as determined by the LD&C Committee based on the Company’s attainment of pre-established financial metrics relating to ~~a maximum~~return on invested capital and cumulative earnings per share for the performance period beginning January 1, 2019 through December 31, 2021, and PSU awards granted on February 28, 2020, which will vest as determined by

INGEVITY - 2021 Proxy Statement			45

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the LD&C Committee based on the Company’s attainment of pre-established financial metrics relating to return on invested capital and cumulative earnings per share for the performance period beginning January 1, 2020 through December 31, 2022. The number of PSU shares shown in column (j) is reported at threshold (50 percent of target) and target level for PSU's granted in 2019 and 2020, respectively based on interim performance through the end of fiscal 2020.

(4)	Market and payout values are based on the Company’s common stock price of ~~40 years), minus~~$75.73, which was the closing price of the Company’s common stock on December 31, 2020.

Option Exercises and Stock Vested during Fiscal 2020

This table shows the stock options that were exercised by, and the RSUs that vested for, each of our NEOs during 2020. 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.

	Option Awards Number of Shares Acquired on Exercise (#)	Value Realized Upon Exercise ($)⁽¹⁾	Stock Awards Number of Shares Acquired on Vesting (#)⁽²⁾	Value Realized Upon Vesting ($)⁽³⁾
John C. Fortson	—	—	2,988	137,741
Michael P. Smith	—	—	1,336	61,193
S. Edward Woodcock	—	—	1,035	47,443
Katherine P. Burgeson	7,619	358,535	1,237	56,791
D. Michael Wilson	48,170	953,371	—	—
Richard B. Kelson	—	—	845	32,545

(1)

The value realized on exercise of an ~~employee’s primary social security benefit~~option award equals the number of shares for which the option was exercised multiplied by ~~1.25~~

~~percent 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)~~
-
~~[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 $275,000~~closing market price of our common stock on the exercise date over the exercise price per share.

(2)

These amounts generally 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 ~~2018. Mr.Woodcock~~each of the NEOs affected. The amounts for Messrs. Fortson, Woodcock, and Smith as well as Ms. Burgeson ~~while participants~~relate to 2016, 2017, 2018 and 2019 RSU awards granted by the Company. The amount reported for Mr. Kelson represents the DSUs granted to him during 2019 under our non-employee director compensation program and his election to defer receipt of his director equity award under the Non-Employee Director Deferred Compensation Plan, which DSUs vested in 2020. Following his passing away, Mr. Kelson's DSUs vested on February 16, 2021 and were settled in Ingevity common shares.

(3)	This column represents the value of the awards using the closing price on the date of settlement (or vesting, as applicable).

Pension Benefits Table - 2020

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 two of our NEOs representing “historic” liabilities assumed by the Company under the terms of the Employee Matters Agreement in connection with the 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	1,457,477	—
S. Edward Woodcock	Retirement Restoration Plan	27.83	482,083	—

(1)

The accumulated benefits included in this ~~plan, no longer accrue any benefit under this plan. Benefits are payable~~column were computed through December 31, 2020 using the assumptions stated in ~~annuity form only and a lump sum is not available.~~the financial statements included in the 2020 Company Form 10-K (Note 15).

46			INGEVITY - ~~2019~~2021 Proxy Statement ~~- 38~~ ~~TABLE OF CONTENTS~~ ~~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 a 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 2018~~

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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, WestRock (the “WestRock Pension Plan”). The Retirement Restoration Plan was adopted by the Company to honor obligations under the Employee Matters Agreement between the Company and WestRock to pay certain assumed historic liabilities transferred as a result of the Separation.

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 percent 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 percent 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 $285,000 for 2020. Ms. Burgeson and Mr. Woodcock, while participants in this plan, no longer accrue 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 a 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 2020 Fiscal Year End

The Company maintains a non-qualified deferred compensation plan that permits executives to defer up to 80 percent of their base salary and 100 percent 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 up to 16 investment funds as directed by the executive.

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 including two additional funds. The Company adopted the use of a Rabbi Trust, which is funded through the purchase of Company Owned Life Insurance.

The table below includes information on each of our NEO’s non-qualified deferred compensation plan accounts for 2020.

	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	42,434	63,651	98,530	0	726,743
Michael P. Smith	244,341	25,293	204,499	0	1,457,866
S. Edward Woodcock	248,913	41,501	196,662	0	1,282,651
Katherine P. Burgeson	118,278	18,269	9,637	0	876,858
D. Michael Wilson	0	0	-33,046	2,171,370	0
Richard B. Kelson	32,545	0	31,447	0	63,992

(1)

After 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 base compensation and 100% of his or her incentive compensation into the Company’s plan. These amounts represent contributions made by our NEOs (other than Mr. Kelson) during 2020 and are reported as 2020 compensation in the Summary Compensation Table under the All Other Compensation column. For Mr. Kelson, the amount reported in this column represents vesting date value of the DSUs credited to his account under the Non-Employee Director Deferred Compensation Plan during 2020, in accordance with his election under that plan.

(2)

These amounts represent contributions by the Company that exceeded the qualified plan contribution and compensation limits applicable to matching, nonelective, and transition contributions that would otherwise have been made to the Company’s qualified 401(k) Savings ~~Plan. Amounts contributed may be allocated towards notional accounts into up~~Plan, but for the limits applicable to ~~16 investment funds~~such plan. These amounts are reported as ~~directed by the executive.~~

~~There is no guaranteed investment return with respect to any of these funds. The funds mirror those options available to all employees who participate~~2020 compensation in the ~~Company’s broad-based qualified 401(k) Savings Plan including two additional funds. In 2018,~~Summary Compensation Table.

(3)

Represents the ~~Company adopted~~balance of each participating NEO's account under the ~~use of a Rabbi Trust which is funded through the purchase of Company Owned Life Insurance.~~

~~The table below includes information on each of our NEO’s~~ non-qualified deferred compensation plan ~~accounts~~as of December 31, 2020. For each NEO, the portion of the aggregate balance at 2020 fiscal year end that was reported in the Summary Compensation Table for ~~2018.~~

a prior fiscal year are as follows: Mr. Wilson $2,204,416; Mr. Fortson $522,128; Ms. Burgeson $730,676; Mr. Smith $983,732, Mr. Woodcock $795,574 and Mr. Kelson $0.

Name
Executive
Contributions in
Last Fiscal
Year⁽¹⁾
($)
Registrant
Contributions in
Last Fiscal
Year⁽²⁾
($)
Aggregate
Earnings (Loss) in Last
Fiscal Year
($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance at
Last Fiscal
Year-End⁽³⁾
($)
D. Michael Wilson 428,100 208,875 (95,928) — 1,139,187
John C. Fortson 54,885 82,328 (23,326) — 292,881
Katherine P. Burgeson 164,125 42,525 (17,923) — 342,494
Michael P. Smith 305,729 34,406 (25,543) — 357,562
S. Edward Woodcock 97,602 70,171 (17,868) — 298,102

~~(1)~~

After 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 Company's deferred compensation plan, and separately he or she can defer up to 80 percent of his or her eligible compensation into the this plan. These amounts represent contributions made by each of our NEOs during 2018 and are included as salary and non-equity incentive compensation as reported in the Summary Compensation Table.

~~(2)~~

These amounts represent contributions by the Company that exceeded the qualified plan contribution and compensation limits applicable to matching, non-elective, and transition contributions that would otherwise have been made to the Company’s qualified 401(k) Savings Plan, but for the limits applicable to such plan. These amounts are reported as 2018 compensation in the Summary Compensation Table.

~~(3)~~

The amounts in this column are calculated by adding the amounts set forth in each of the first four columns of this table for each NEO to the applicable NEO’s aggregate balance as of the end of fiscal 2017. For each NEO, the portion of the aggregate balance at 2018 fiscal year end that was reported in the Summary Compensation Table for a prior fiscal year are as follow: Mr. Wilson $598,140; Mr. Fortson $178,994; Ms. Burgeson $153,767; Mr. Smith $42,970 and Mr. Woodcock $148,197.

INGEVITY - ~~2019~~2021 Proxy Statement ~~- 39~~

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~~Potential Payments Upon Involuntary Termination~~
~~(other than Change of Control)~~

~~The table below shows the severance benefits that would be payable to each of our NEOs if he or she had experienced an involuntary termination of employment from the Company on December 31, 2018~~47

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Potential Payments Upon Involuntary Termination (other than Change of Control)

The table below shows the severance benefits that would be payable to each of our NEOs if he or she had experienced an involuntary termination of employment from the Company on December 31, 2020 (absent cause and excluding death, disability or retirement), pursuant to the terms of Severance and Change of Control Agreements.

	John C. Fortson	Michael P. Smith	S. Edward Woodcock
Cash Severance⁽¹⁾	$3,300,000	$750,750	$680,000
Prorated Target Incentives⁽²⁾	$825,000	$295,750	$255,000
Prorated vesting Options^{(3), (4)}	$334,087	$173,794	$355,057
Prorated Vesting RSUs^{(3), (5)}	$432,490	$308,499	$178,033
Prorated Vesting PSUs^{(3), (5)}	$604,670	$314,284	$238,230
Post-Termination Health Care⁽⁶⁾	$35,212	$12,525	$17,606
Outplacement Services and Financial Planning⁽⁷⁾	$40,000	$40,000	$40,000
Total Other Compensation	$3,921,459	$1,599,852	$1,508,926

(1)

Severance and Change in Control agreements entered into in 2017 and amended for Mr. Fortson in September 2020 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 for Mr. Fortson payable over a two-year period, and one times the sum of the NEO’s base salary and target annual incentive for Mr. Smith and Mr. Woodcock payable over a one-year period.

(2)	This represents the value of the annual STIP (assuming target performance levels) payable upon termination. Actual payout for 2020 was at 84.1% for Mr. Fortson, 72.9 percent for Mr. Smith and 125 percent for Mr. Woodcock.

(3)	These amounts assume a stock price of $75.73, which was the closing price of the Company’s stock on December 31, 2020, the assumed termination date. Actual values will vary based on changes in the Company’s stock price on the termination date.

(4)	This represents the intrinsic value of stock options that would vest in the event of an involuntary termination, other than for cause, absent a change of control, assuming a termination date occurred on December 31, 2020. Mr. Woodcock is retirement eligible and his options would vest in full.

(5)	These represent the value of 2018 and 2019 RSU and PSU awards which would vest on a prorated basis 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 of Control Agreements.

D. Michael
Wilson John C.
Fortson Katherine P.
Burgeson Michael P.
Smith S. Edward
Woodcock
Cash Severance⁽²⁾
3,600,000 1,287,750 936,000 660,000 511,500
Prorated Target Incentive⁽³⁾
900,000 353,500 234,000 260,000 181,500
Prorated Vesting Options^{(1), (4)}
2,793,572 1,496,268 435,088 243,335 302,925
Prorated Vesting RSUs^{(1), (5)}
529,674 251,405 77,832 55,403 58,248
Prorated Vesting PSUs^{(1), (5)}
3,639,427 1,802,515 539,633 371,416 397,193
Post-Termination Health Care⁽⁶⁾
41,781 31,336 30,981 20,891 20,891
Outplacement Services and Financial Planning⁽⁷⁾
40,000 40,000 40,000 40,000 40,000
Total 11,544,454 5,262,774 2,293,534 1,651,045 1,512,257


~~(1)~~	These amounts assume a stock price of $83.69, which was the closing price of the Company’s stock on December 31, 2018, 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 in Control agreements entered into in 2017 with Messrs. Wilson, Fortson and Ms. Burgeson 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 for Mr. Wilson, and one and one-half times the sum of the NEO’s base salary and target annual incentive for 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 the case of Messrs. Smith and Woodcock, both would receive a cash severance payment equal to one times their base salary and target annual incentive payable over a one-year period.


~~(3)~~	~~This represents the value of the annual STIP (assuming target performance levels) payable upon termination. Actual payout for 2018 was at 192 percent for Mr. Smith and 200 percent for the other NEO's.~~


~~(4)~~	This represents the intrinsic value of stock options that would vest in full in the event of an involuntary termination, other than for cause, absent a change of control, assuming a termination date occurred on December 31, 2018.


~~(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 of Control Agreements. For Mr. Wilson,~~ this represents the cost of two years of health care coverage ~~for Mr. Fortson and Ms. Burgeson 18 months and~~ for Mr. Smith, and Mr. Woodcock one year.


(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, as well as one year of financial counseling ($15,000).~~

~~Potential Payments Upon Termination — Retirement~~

The 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, 2018 termination date.

~~INGEVITY - 2019 Proxy Statement - 40~~

~~TABLE OF CONTENTS~~

~~Potential Payments Upon Termination — Death or Disability~~

~~The table below reflects the impact for death or disability as of December 31, 2018,~~ 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^(1),(2)
3,684,810
1,905,506
571,592
324,260
405,874
Performance-Based RSU Award^{(1), (3)}
3,639,427
1,802,515
539,633
371,416
397,193
Service-Based RSU Award^(1),(4)
529,674
251,405
77,832
55,403
58,248
Deferred Compensation⁽⁵⁾
1,139,187
292,881
342,494
357,532
298,102
Total 8,993,098
4,252,307
1,531,551
1,108,611
1,159,417

	severance plan, as well as one year of financial counseling ($15,000).
~~(1)~~	~~These amounts assume a stock price of $83.69,~~

Potential Payments Upon Termination — Retirement, Death or Disability

The Omnibus Plan provides for accelerated vesting due to retirement at age 65 (or 55 with twenty years of service). Mr. Woodcock is the only NEO eligible for special vesting rights under the plan’s retirement provisions assuming a December 31, 2020 termination date.

The table below reflects the impact for retirement, death or disability as of December 31, 2020, under the terms of the Company’s plans and programs.

	John C. Fortson	Michael P. Smith	S. Edward Woodcock
Intrinsic Value of Stock Option⁽¹⁾⁽²⁾	$727,590	$422,398	$355,057
Performance-Based RSU Award⁽¹⁾⁽³⁾	$604,670	$314,284	$238,230
Service-Based RSU Award⁽¹⁾⁽⁴⁾	$432,490	$308,499	$178,033
Total Other Compensation⁽⁵⁾	$726,743	$1,457,866	$1,282,651
Total	$2,491,494	$2,503,047	$2,053,971

(1)	These amounts assume a stock price of $75.73, which was the closing price of the Company’s stock ~~on December 31, 2018, 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 and 2017 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 and 2017 RSU awards that would vest as of the termination date following the death or disability of the executive.~~


~~(5)~~	~~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. 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, ~~2018~~2020, the assumed termination date. Actual values will vary based on ~~their respective Severance and Change of Control Agreements. The benefits described are~~changes 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~~stock price on the termination date.

(2)	This represents the intrinsic value of ~~any accrued vacation or exercises of any~~unvested stock options ~~already exercisable.~~ ~~For Messrs. Wilson, Fortson~~that would vest in full as of the termination date following the death or disability of the executive.

(3)	This represents the prorated value of 2018 and ~~Ms. Burgeson, if a change~~2019 PSU awards that would vest as of ~~control~~the termination ~~event occurs on~~date following the death or ~~before January 1, 2020,~~disability of the executive, assuming target performance with proration.

(4)	This represents the prorated value of 2018 and ~~such NEO is terminated by~~2019 RSU awards that would vest as of the ~~Company~~termination date following the death or ~~any successor (or he or she terminates employment on~~disability of the executive.

(5)

This represents the value of the executive’s non-qualified deferred compensation account ~~of Good Reason)~~

~~before January 1, 2020 absent cause within one year following a change of control, he or she is entitled to receive cash severance~~payment accelerated in the ~~amount~~event of ~~three years (for Mr. Wilson)~~death or disability.

48			INGEVITY - 2021 Proxy Statement

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Potential Payments Upon Termination and Change of Control

The Company has entered into Severance and Change of Control Agreements with each of the NEOs. 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 (“Change of Control Severance Payments”) 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, 2020 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.

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, 2020, Mr. Wilson would receive a severance payment equal to three times the sum of his then current annual base salary and his target incentive, payable in a single lump sum. The other NEOs would receive severance payments equal to two times the sum of their then current annual base salary and their target incentive, payable in a single lump sum.

No Gross-Up; Release of Claims

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.

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 (Double Trigger)

As described above on page 38, the company’s 2016 Omnibus Incentive Plan was amended in 2019 to clarify that “double trigger” vesting will apply in the case of a change of control.

In particular, in the event of a change of control 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 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, and his or her awards will be exercisable and/or will be settled.

If a 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, a pro-rated portion of 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 LD&C Committee) and will immediately be paid or settled subject to the provisions of Section 409A of the Code.

Change of Control Severance Payments

The table below reflects the impact of an involuntary termination of employment (or Good Reason termination, if applicable) on December 31, 2020 under the terms of the Company’s Severance and Change of Control agreements in place with our NEOs in effect on December 31, 2020:

	John C. Fortson	Mike P Smith	S. Edward Woodcock
Cash Severance⁽¹⁾	$4,950,000	$1,501,500	$1,360,000
Pro-Rata Target Incentive⁽²⁾	$825,000	$295,750	$255,000
Intrinsic Value of Stock Option⁽³⁾	$727,590	$422,398	$355,057
Performance-Based RSU Award^(4),(5)	$2,462,134	$890,282	$745,486
Service-Based RSU Award^(4),(6)	$1,060,674	$595,389	$295,120
Post-Termination Healthcare⁽⁷⁾	$52,810	$25,050	$35,212
Outplacement Services and Financial Planning⁽⁸⁾	$40,000	$40,000	$40,000
Deferred Compensation⁽⁹⁾	$726,743	$—	$1,282,651
Total	$10,844,951	$3,770,369	$4,368,526

INGEVITY - 2021 Proxy Statement			49

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(1)

The change of control cash severance is equal to three times the sum of ~~his then current annual~~ base salary plus the executive’s current target annual cash incentive award for Mr. Fortson. For Messrs. Smith and ~~his target incentive, payable~~Woodcock, the change in ~~a single lump sum. For Mr. Fortson and Ms. Burgeson, they would receive~~control cash severance ~~payments~~is equal to two times the sum of ~~their then current annual~~ base salary ~~and their~~plus the executive’s current target annual cash incentive ~~payable in a single lump.~~

Messrs. Smith and Woodcock would receive severance payments equal to two 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.

~~INGEVITY - 2019 Proxy Statement - 41~~

~~TABLE OF CONTENTS~~

~~No Gross-Up~~award.

~~The Severance and Change~~

(2)

This represents the value of ~~Control Agreements covering our NEOs do not include any gross-up feature~~the annual STIP (assuming target performance levels) payable ~~to NEOs with respect to any excise~~

~~taxes owed~~upon termination in connection with a change of ~~control severance payment.~~

~~Release of Claims and Noncompetition and Non-Solicitation Agreement~~control. Actual payout for 2020 was at 84.1% for Mr. Fortson, 72.9 percent for Mr. Smith and 125 percent for Mr. Woodcock.

~~Severance is not payable to any NEO unless and until he or she signs~~

(3)

This represents the intrinsic value of unvested stock options, which vest in full as of the termination date following a ~~release~~change of ~~claims against the Company. The agreements also include post-~~

~~termination covenants relating to confidentiality, non-competition and non-solicitation.~~

~~Equity Acceleration (Double Trigger)~~control scenario.

(4)	These amounts assume a stock price of $75.73, which was the closing price of the Company’s stock on December 31, 2020, the assumed termination date. Actual values will vary based on changes in the Company’s stock price on the termination date.

(5)	This represents the value of 2018, 2019 and 2020 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 2018, 2019 and 2020 RSU awards that vest in full upon a termination of employment following a change of control.

(7)	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. Fortson, this represents the cost of three years of health care coverage and for the other executives it represents two years.

(8)	This represents the value of outplacement services for one year following termination of employment ($25,000) and financial counseling for one year ($15,000).

(9)

This represents the value of the executive’s non-qualified deferred compensation account payment accelerated in the event of a change of control ~~event where~~based on the ~~NEO receives a “replacement award,” there will be~~executive’s election. Absent an executive election, 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 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, and his or her awards will be exercisable and/or will be settled.

If a 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 - 2019 Proxy Statement - 42~~

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~~Change of Control Severance Payments~~

~~The table below reflects the impact of an involuntary termination of employment (or Good Reason termination, if applicable)~~acceleration occurs on ~~December 31, 2018 under the terms of the Company’s Severance and Change of Control agreements in place with our NEOs in effect on December 31, 2018:~~

D. Michael
Wilson John C.
Fortson Katherine P.
Burgeson Michael P.
Smith S. Edward
Woodcock
Cash Severance⁽²⁾
5,400,000
1,717,000
1,248,000
1,320,000
1,023,000
Pro-Rata Target Incentive⁽³⁾
900,000
353,500
234,000
260,000
181,500
Intrinsic Value of Stock Option^(1),(4)
3,684,810
1,905,506
571,592
359,362
405,874
Performance-Based RSU Award^(1),(5)
6,025,010
2,754,907
904,438
744,255
692,535
Service-Based RSU Award^(1),(6)
1,758,745
742,163
265,214
526,075
209,978
Post-Termination Healthcare⁽⁷⁾
62,672
41,781
41,308
41,781
41,121
Outplacement Services and Financial Planning⁽⁸⁾
40,000
40,000
40,000
40,000
40,000
Deferred Compensation⁽⁹⁾
1,139,187
292,881
—
—
298,102
Total 19,010,424
7,847,738
3,304,552
3,291,473
2,892,110


~~(1)~~	These amounts assume a stock price of $83.69, which was the closing price of the Company’s stock on December 31, 2018, 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 to two times the sum of base salary plus the executive’s current target annual cash incentive award.


~~(3)~~	This represents the value of the annual STIP (assuming target performance levels) payable upon termination in connection with a change of control. Actual payout for 2018 was at 192 percent for Mr. Smith and 200 percent for the other NEOs.


~~(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, 2017 and 2018 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, 2017 and 2018 RSU awards that vest in full upon a termination of employment following~~ a change of control.


~~(7)~~	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.


~~(8)~~	~~This represents the value of outplacement services for one year following termination of employment ($25,000) and financial counseling for one year ($15,000).~~


~~(9)~~	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.

~~INGEVITY - 2019 Proxy Statement - 43~~

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~~RELATED PARTY TRANSACTIONS~~

Under its charter, 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.

The preceding tables and discussion reflect the potential payments upon a hypothetical termination and/or change in control of the Company effective as of December 31, 2020.

~~Transactions~~

~~The Governance Committee has not identified any related party transactions since the beginning of the fiscal year ended December 31, 2018 and none are currently proposed.~~

~~AUDIT COMMITTEE REPORT~~

Throughout 2018, 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.

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.

~~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 of our Chief Executive Officer’s (CEO) annual total compensation. We determined that the 2018~~CEO Pay Ratio Disclosure

The LD&C Committee reviewed a comparison of the annual total compensation of John C. Fortson, our CEO as of December 31, 2020, to the annual total compensation of the median compensated employee for fiscal 2020. We determined that the 2020 annual total compensation of the median compensated of all our employees who were employed as of December 31, 2020, other than Mr. Fortson, was $80,132; Mr. Fortson’s 2020 annual total compensation for purposes of this disclosure was $3,155,114; and the ratio of these amounts was 39:1. Because Mr. Fortson served as CEO for a portion of the year, we determined his 2020 annual total compensation for purposes of this disclosure by annualizing the amounts reported for him in the “Salary” and “Non-Equity Incentive Compensation” columns of the Summary Compensation Table to reflect the base salary and the Short-Term Incentive Plan award he would have earned for 2020 if he had served as CEO for the entire fiscal year $825,000 and $693,825, respectively.

As of December 31, 2020, our total employee population (excluding the CEO) consisted of 1,319 employees in the United States and 418 employees ~~who were employed as of December 31, 2018, other than our CEO, D. Michael Wilson, was $81,092; Mr. Wilson’s 2018 annual total compensation was $5,422,777; and the ratio of these amounts was 1-to-67.~~

~~As of December 31, 2018, our total population consisted of 1,655 employees, of which 1,351 were in the United States and 304 were~~ in non-US jurisdictions. Pursuant to the Pay Ratio ~~SEC rules, we excluded six(6) employees from India under the de minimis exemption. After~~

applying this exemption, the employee population used for purposes of identifying the median employee consisted of 1,649 employees of which 1,351 were in the United States and 298 were located in non-US jurisdictions.

To identify the median compensated employee, we used total cash compensation, determined in the same manner as the “Total Compensation” column shown for our CEO in the Summary Compensation Table on page 35 of this proxy.

~~Pay elements that were included in the annual total compensation for each employee are:~~

~~INGEVITY - 2019 Proxy Statement - 44~~

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~~Base salary received in 2018 annualized for those permanent employees hired mid-year during 2018~~

~~Annual incentive paid or actual bonus paid for 2018~~

~~Overtime and allowances, as applicable, for fiscal 2018~~

~~Grant fair value of stock options, PSUs, and RSUs granted in 2018~~

~~Company paid 401(k) contributions in 2018~~

~~Company paid non-qualified plan contributions in 2018~~

~~Company paid life insurance premiums in 2018~~

~~We believe this pay ratio is a reasonable estimate calculated in a manner consistent with the Pay Ratio Securities and Exchange Commission (SEC) rules under~~ SEC rules, we excluded 7 employees located in India and 12 employees located in Brazil under the de minimis exemption and included 31 contractors. After applying these rules, the employee population used for purposes of identifying the median employee consisted of 1,755 employees, of which 1,319 were in the United States and 436 were in non-US jurisdictions.

Pay elements that were included in the annual total compensation for each employee are:

Base salary received in 2020 annualized for those permanent employees hired mid-year during 2020

Annual incentive paid or actual bonus paid for 2020

Overtime and allowances, as applicable, for fiscal 2020

Grant fair value of stock options, PSUs, and RSUs granted in 2020

Company paid 401(k) contributions in 2020

Company paid non-qualified plan contributions in 2020

Company paid life insurance premiums in 2020

We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K, the applicable SEC regulation, based on our payroll and employment records and the methodology described above.

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Proposal

~~PROPOSAL NO. 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY-ON-PAY)~~

~~In accordance with the requirements of Section 14A of the Exchange Act, we are asking stockholders~~

Non-Binding Advisory Vote to ~~approve, on an advisory basis, the following resolution concerning the compensation of our NEOs:~~

~~RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of our named executive officers as described in this Proxy Statement, including~~Approve the 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 20 and the tabular compensation disclosures and accompanying narrative discussion beginning on page 35. 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.~~

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.

Ingevity Named Executive Officers

~~INGEVITY - 2019 Proxy Statement - 46~~

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~~PROPOSAL NO. 3 — TO 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 Audit Committee has appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

Although it is not legally required to do so, the Board has elected to seek stockholder ratification of the appointment of PricewaterhouseCoopers LLP as a matter of good corporate governance. If stockholders do not ratify the appointment of

PricewaterhouseCoopers LLP, 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 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 of the Board~~

~~The~~ Board recommends a vote ~~“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company.~~

~~Audit and Other Fees~~

~~The following table shows the fees paid by us to PricewaterhouseCoopers LLP for audit and other services provided for the fiscal 2018 and 2017, all of which were preapproved by the Audit Committee.~~

2018 2017
Audit Fees 1,379,000
1,132,000
Audit-Related Fees 100,000
50,000
Tax Fees 202,000
227,000
All Other Fees 10,000
15,000
Total 1,691,000
1,424,000

~~Audit Fees~~.FOR Fees for professional services performed for the integrated audit of the Company’s annual consolidated financial statements included in the Company’s Form 10-K filing and review of financial statements included in the Company’s Form 10-Q filings. The amount also includes other services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements and, for 2018, audit services related to the acquisition of the Georgia-Pacific pine chemicals business.this proposal.

~~Audit-Related Fees~~. This includes fees paid for services that are reasonably related to the performance of the audit or review of the Company's financial statements. This includes services provided in connection with debt financing transactions.

~~Tax Fees.~~ ~~This includes fees and expenses for U.S. federal, state, and international tax planning and tax compliance services.~~

~~All Other Fees.~~ ~~This category includes fees for services in connection with attestations by PricewaterhouseCoopers LLP that are required by statute or regulation.~~

In accordance with the requirements of Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the following resolution concerning the compensation of our NEOs:

RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of our named executive officers as 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 CD&A beginning on page 27 and the tabular compensation disclosures and accompanying narrative discussion beginning on page 42. 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 maintains 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.

Because your vote is advisory, it will not be binding upon the Board. However, the Board and LD&C 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

INGEVITY - ~~2019~~2021 Proxy Statement ~~- 47~~			51

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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 22, 2021, of more than 5 percent of our outstanding voting shares.

Title of Class	Name and Address of ~~Pre-Approval Policy and Procedures~~Beneficial Owners	Number of Shares	Percent of Class
Common Stock	BlackRock Inc. 55 East 52^nd Street New York, New York 10055	4,777,233⁽¹⁾	11.6%
Common Stock	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 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 scheduled meeting. Vanguard Group ~~INGEVITY - 2019 Proxy Statement - 48~~ ~~TABLE OF CONTENTS~~ 100 Vanguard Blvd. ~~PROPOSAL NO. 4 — APPROVAL OF THE AMENDMENTS TO THE CERTFICATE OF INCORPORATION TO ELIMINATE SUPER MAJORITY VOTE REQUIRMENTS AND REMOVE CERTAIN OBSOLETE PROVISIONS~~Malvern, Pennsylvania 19355	3,870,014⁽²⁾	9.38%
Common Stock	Wellington Management Group LLP Our Certificate currently requires an affirmative vote of the holders of 75 percent of the voting power of the then outstanding shares of stock entitled to vote in the election of directors to amend certain provisions of our Certificate and By-Laws (the supermajority vote requirement). Our Board of Directors has voted unanimously to approve, and has recommended that our stockholders approve,280 Congress Street Boston, Massachusetts 02210	2,127,158⁽³⁾	5.15%
Common Stock	Boston Partners One Beacon Street, 30^th Floor Boston, Massachusetts 02108	2,071,107⁽⁴⁾	5.02%

(1)	Information provided is based solely on an amendment to ~~our Certificate~~Schedule 13G filed on January 26, 2021 by BlackRock, Inc., which reports having sole voting power over 4,698,914 shares and sole dispositive power over 4,777,233 shares.

(2)	Information provided is based solely on an amendment to ~~eliminate~~Schedule 13G filed on February 10, 2021 by The Vanguard Group, which reports having sole dispositive power over 3,739,417 shares, shared voting power over 95,978 shares and shared dispositive power over 130,597 shares.

(3)

Information provided is based solely on a Schedule 13G filed on February 4, 2021, which reports Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP each having shared voting power over 1,882,470 shares, shared dispositive power over 2,127,158 shares.

(4)	Information provided is based solely on an amendment to Schedule 13G filed on February 11, 2021 by Boston Partners, which reports having sole voting power over 1,709,592 shares, shared voting power over 4,152 shares and sole dispositive power over 2,071,107 shares.

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 of March 1, 2021. 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 executive officers as well as directors and executive officers as a group beneficially own less than one percent of the shares of Common Stock outstanding as of March 1, 2021.

	Name of Beneficial Owner			Common Stock
	Jean S. Blackwell⁽¹⁾			12,475
	Luis Fernandez-Moreno			14,525
	J. Michael Fitzpatrick			9,475
	Diane H. Gulyas			4,747
	Frederick J. Lynch			14,475
	Karen G. Narwold			3,747
	Daniel F. Sansone			11,822
	John C. Fortson⁽²⁾			102,512
	Katherine P. Burgeson			19,538
	Michael P. Smith⁽³⁾			35,316
	S. Edward Woodcock⁽⁴⁾			29,777
	D. Michael Wilson			85,157
	Directors and executive officers as a group (11 persons)⁽⁵⁾			238,871

(1)	Includes 6,287 shares held by the ~~supermajority vote requirement and to also remove certain obsolete provisions.~~Jean S. Blackwell Revocable Trust.

(2)	Includes 54,912 stock options exercisable within 60 days of March 1, 2021.

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(3)

~~Eliminating Supermajority Vote Requirement~~

~~Article V and Article VIII~~

Includes 17,499 stock options exercisable within 60 days of ~~our Certificate contain~~March 1, 2021.

(4)	Includes 15,804 stock options exercisable within 60 days of March 1, 2021.

(5)

Includes a ~~supermajority vote requirement to amend, modify or repeal specific provisions~~total of ~~our Certificate and By-Laws relating to:~~

~~Special meetings~~88,215 stock options exercisable within 60 days of ~~stockholders, including stockholders’ rights to call such a meeting (Section 1.3~~March 1, 2021. The total number of ~~the By-Laws);~~

~~The right of directors to set the size of Board and to fill Board vacancies (Section 2.1 and the last sentence of Section 2.2 of the By-Laws);~~

~~Compensation of non-employee~~shares beneficially owned by directors and ~~director expense reimbursement (Section 2.11 of the By-Laws);~~

~~Indemnification rights for certain persons including our directors and~~executive officers as ~~well as the Company’s right to maintain insurance concerning such indemnification (Section 2.12 of the By-Laws);~~

~~The limitation of personal liability of directors to Ingevity and its stockholders (Article VIII of the Certificate);~~

~~The vote required for stockholders to amend the Certificate generally and as well as the supermajority vote requirement (Articles V and VIII of the Certificate); and~~

The vote required for stockholders to amend the By-Laws generally as well as the supermajority vote requirement that mirrors the supermajority vote requirement in Article V of the Certificate (the last sentence of Section 7.7 of the By-Laws).

~~If this proposal is approved~~a group does not include shares held by ~~stockholders, any future amendment to the above provisions of the~~

Certificate will require the approval of a majority of the outstanding shares of Common Stock, which is the default standard under the Delaware General Corporate Law (the "DGCL"). The supermajority vote requirement regarding the above By-Law provisions is also replicated in the Company’s By-Laws. If this proposed amendment to our Certificate is approved by the stockholders, then the Board of Directors intends to effect corresponding amendments to the By-Laws, so that any amendment to the above By-Law provisions will also require the approval of a majority of the outstanding shares of Common Stock.

~~Notwithstanding elimination of the supermajority vote requirement, any amendment to the Certificate will also require approval of the Board as is required by the DGCL.~~

The supermajority vote requirement that is the subject of this Proposal 4 were included in our Certificate in connection with the Company’s separation from our former parent company, WestRock Company. Since the spin-off, the Board has engaged inMr. Wilson or Ms. Burgeson since neither individual was an ongoing review of the Company’s corporate governance principles. After receiving the advice of management, the Board considered the relative weight of the arguments in favor of and against maintaining the supermajority vote requirement. As a result of its review, and after careful deliberation, the Board has determined that it is in the best interestsexecutive officer of the Company on March 1, 2021.

CODES OF CONDUCT AND ETHICS

The Company maintains three codes of business conduct and ethics (collectively, the “Codes of Ethics”) 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 Officers, which applies to the Company’s CEO, Chief Financial Officer, 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 of Ethics 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 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 NG&S 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.

RELATED PARTY TRANSACTIONS

Under its charter, the NG&S Committee is charged with reviewing all potential related party transactions. Our policy has been that the NG&S 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.

The NG&S Committee has advised the Board that it has not identified any related party transactions since the beginning of the fiscal year ended December 31, 2020, and none are currently proposed.

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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 22, 2021: Our Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available at http://ir.ingevity.com under the Financial Information Tab.

Why did I receive these materials?

You received these materials (the “Proxy Materials”) because you owned shares of Ingevity Common Stock as of the close of business on 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, as well as costs associated with mailing these materials to stockholders. On or around March 8, 2021, we began mailing the Notice to our stockholders of record as of February 22, 2021 and posted our Proxy Materials on the website referenced in the Notice (http://ir.ingevity.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 meeting and on an ongoing basis.

What is included in the Proxy Materials?

The Proxy Materials include the Notice of the Annual Meeting, our proxy statement for the Annual Meeting (the “Proxy Statement”) and our 2020 annual report to stockholders (the “Annual Report”), which includes our Annual Report on Form 10-K for the year ended December 31, 2020. 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?

A proxy is your legal designation of another person to vote the stock you own as of the Record Date in the manner you direct. The person you designate to vote your shares 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 and Ryan C. Fisher 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 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 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.

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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:

Over the Internet.

By telephone.

If you have requested to receive a paper proxy card in the mail, by completing, signing and returning the paper proxy card.

During the Annual Meeting by following the instructions available on the meeting website.

The Notice provides instructions on how to access the Proxy Materials and how to vote via the Internet. For those stockholders who request to receive a paper proxy card in the 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 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 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 21, 2021.

Giving written notice to the Corporate Secretary of the Company.

Delivering a later-dated proxy to the Company.

Voting during the Annual Meeting by following the instructions available on the meeting website.

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 42,934,785 shares of Common Stock outstanding on the Record Date. There is no cumulative voting.

When and where is the Annual Meeting, and may I attend?

In light of the ongoing coronavirus pandemic and after careful consideration, the Board has determined to hold the Annual Meeting virtually in order to facilitate stockholder attendance and participation by enabling 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 webcast will begin promptly at 9:30 a.m., Eastern Standard 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, April 22, 2021. If you experience difficulties during the check-in process with joining the meeting, please call TFN: 844-986-0822 in the U.S., or 303-562-9302 for International assistance.

We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate in the meeting as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NGVT2021. 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

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during our allotted period of time, we will answer them in the order received. However, we reserve the right to edit inappropriate language and to exclude questions that are not pertinent to meeting matters, do not comply with the meeting rules of conduct or are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

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 21,467,394 shares, 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 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 matter 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 the Annual Meeting?

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

Proposal No. 1 — Election of the eight director nominees named in this Proxy Statement.

Proposal No. 2 — Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

Proposal No. 3 — Approve on an advisory (non-binding) basis the compensation paid to our named executive officers (Say-on-Pay).

Transact such other business that may properly come before the Annual Meeting and any adjournment or postponement thereof.

The Board recommends that you vote “FOR” each of the eight director nominees named in Proposal 1 of this Proxy Statement and “FOR” Proposals 2 and 3.

How many votes are needed to approve each proposal?

Proposal No. 1: To be elected as a director, each nominee will need 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. Abstentions and broker non-votes will have no effect on the outcome of the election of directors.

Proposal No. 2: 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 2021. Abstentions will have the same effect as voting against this proposal because they are considered present and entitled to vote on 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 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.

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 eight director nominees named in this Proxy Statement;

“FOR” the ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2021;

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

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.

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, 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 owners with questions about combined mailings should contact the bank or broker holding their shares.

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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 Form 10-K?

We will provide without charge, at the written request of any stockholder of record as of February 22, 2021, 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, 4920 O’Hear Avenue, Suite 400, North Charleston, South Carolina 29405, Attn: Corporate Secretary. You may also access a copy of our annual report via the Internet by visiting our website located at http://ir.ingevity.com under the Financial Information tab.

How do I submit a proposal for inclusion next year’s proxy statement?

Under SEC rules, a proposal that a stockholder wishes to include in our proxy statement for the 2022 Annual Meeting must be received by our Corporate Secretary no later than the close of business on November 8, 2021. Proposals should be sent to: Ingevity Corporation, 4920 O’Hear Avenue, Suite 400, North Charleston, South Carolina 29405, Attn: Corporate Secretary. 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, any stockholder entitled to vote in the election of 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 than 90 days and not more than 120 days prior to the first anniversary of the preceding year’s annual meeting. This means that written notice of any nominations intended to be made at the 2022 Annual Meeting must be delivered between December 23, 2021 and January 22, 2022. Any such notice must contain the information and conform to the requirements specified in our Bylaws.

How do I bring other business before next year’s annual meeting of stockholders?

Under our Bylaws, any stockholder of record wishing to present a matter (other than the nomination of a director or matters that have been submitted for inclusion in our proxy statement for such meeting) in person at the 2022 Annual Meeting must provide written notice to our Corporate Secretary no less than 90 days and not more than 120 days prior to the first anniversary of the preceding year’s annual meeting. This means that any notice regarding matters to be presented at the 2022 Annual Meeting must be delivered between December 23, 2021 and January 22, 2022. Any such notice must contain the information and conform to the requirements specified in our By-laws.

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FORWARD LOOKING STATEMENTS

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,” or similar expressions. Forward-looking statements may include, without limitation, expected financial positions, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; impact of COVID-19; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost-reduction initiatives, plans and objectives; markets for securities and expected future repurchases of shares, including statements about the manner, amount and timing of repurchases. 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, adverse effects from the COVID-19 pandemic; adverse effects of general economic and financial conditions; risks related to international sales and operations; impacts of currency exchange rates and currency devaluation; compliance with U.S. and foreign regulations concerning our operations outside the U.S.; changes in trade policy, including the imposition of tariffs; adverse conditions in the global automotive market or adoption of alternative and new technologies; competition from producers of alternative products and new technologies, and new or emerging competitors; competition from infringing intellectual property activity; worldwide air quality standards; a decrease in government infrastructure spending; the impact of adverse conditions in cyclical end markets on demand for engineered polymers products; declining volumes and downward pricing in the printing inks market; the limited supply of or lack of access to sufficient crude tall oil; a prolonged period of low energy prices; the impact of the United Kingdom’s withdrawal from the European Union; exposure to unknown or understated liabilities from the acquisition of the Perstorp Holding AB’s Capa® caprolactone business; the provision of services by third parties at several facilities; supply chain disruptions; natural disasters, such as hurricanes, winter or tropical storms, earthquakes, tornados, floods, fires; other unanticipated problems such as labor difficulties, equipment failure or unscheduled maintenance and repair; attracting and retaining key personnel; protection of intellectual property and proprietary information; information technology security breaches and other disruptions; complications with designing and 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 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 SEC, including those described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 and other periodic filings. These forward-looking statements speak only 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. For these reasons, readers are cautioned not to place undue reliance on any forward-looking statement.

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APPENDIX-A NON-GAAP FINANCIAL MEASURES

In the CD&A, Ingevity has presented certain financial measures, 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.

Cumulative Earnings (Loss) per Share (“Cumulative EPS”)

“Cumulative EPS” is defined as continuing operations diluted EPS attributable to Ingevity stockholders plus restructuring and other (income) charges, net per share, acquisition and other-related costs per share, impairment charges, per share, pension and postretirement settlement and curtailment (income) charges, net 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, Performance Materials’ intellectual property litigation expense 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, COVID-19-related customer provisions per share) and the income tax expense (benefit) per share on these items.

The table below reconciles Cumulative to diluted earnings per share, the most directly comparable financial measure calculated in according with GAAP.

Adjusted EBITDA

“Adjusted EBITDA” is defined as Net income (loss) plus provision (benefit) for income taxes, interest expense, net, depreciation and amortization, separation costs, restructuring and other (income) charges, net, acquisition and other-related costs, and pension and postretirement settlement and curtailment (income) charges, net.

In section entitled “2020 Business Highlights” discuss Adjusted EBITDA. For more information regarding the non-GAAP financial measure Adjusted EBITDA 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 40 of the 2020 Form 10-K.

Company STIP-Adjusted EBITDA

“Company STIP-Adjusted EBITDA” is defined as Adjusted EBITDA, plus or minus the impact of certain non-cash gains or charges.

In the section entitled “Short-Term Incentive Plan (“STIP”) and 2020 Awards” in the CD&A we discuss Company STIP-Adjusted EBITDA for fiscal year 2020. Company STIP-Adjusted EBITDA was selected as a performance measure under the Short-Term Incentive Plan for 2020 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 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 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”)

“BU STIP-Adjusted EBITDA” is defined as Segment EBITDA, plus or minus the impact of Separation-related Reimbursement Awards and certain non-cash gains or charges.

In the section entitled “Short-Term Incentive Plan (“STIP”) and 2020 Awards” in the CD&A we discuss each segment's BU STIP-Adjusted EBITDA for fiscal year 2020. These metrics were selected as a performance measure under the Short-Term Incentive Plan for 2020 because Segment EBITDA is the primary performance measurements of the Company’s segment earnings and drives behavior consistent with the stockholders’ interests.

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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.

The table below reconciles Performance Chemicals' BU STIP-Adjusted EBITDA and Performance Materials' BU STIP-Adjusted EBITDA to each segment's EBITDA, respectively, the most comparable financial measure calculated in accordance with.

Free Cash Flow

“Free Cash Flow” is defined as operating cash flow less capital expenditures.

In the section entitled “2020 Business Highlights” in the CD&A we discuss Free Cash Flow for fiscal year 2020. 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. The table below reconciles the Company’s Free Cash Flow for to net cash provided by operating activities, the most comparable financial measure calculated in accordance with GAAP.

Average Return on Invested Capital (“Average ROIC”)

“Average ROIC” is defined as net operating profit after tax (NOPAT) divided by the average Invested Capital for the period.

NOPAT is defined as net income (loss) from continuing operations plus interest expense (income), net, restructuring and other (income) charges, acquisition and other-related costs, pension settlement and curtailment (gain) loss, Performance Materials’ intellectual property litigation expense 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 and restricted cash plus total Ingevity stockholders’ equity, adjusted for the impact of the Performance Materials’ intellectual property litigation expense adjustment. Average Invested Capital will be defined as a two (2) point average: (beginning calendar year Invested Capital plus end of calendar year Invested Capital) divided by two.

The table below calculates the Company’s Average ROIC for 2020. The tables below also reconcile NOPAT (Average ROIC numerator) to Net Income Attributable to Ingevity Stockholders, the most comparable measure calculated in accordance with GAAP, and calculates Average Invested Capital (Average ROIC denominator) using the balance sheet. See the Company’s 2020 Form 10-K for more information our consolidated balance sheet.

Reconciliation of Diluted EPS (GAAP) to Cumulative EPS (Non-GAAP)

Shares In millions, unaudited	Year Ending 2020	Year Ending 2019	Year Ending 2018
Diluted earnings (loss) per common share (GAAP)	$4.37	$4.35	$3.97
Restructuring and other (income) charges	0.45	0.04	(0.01)
Acquisition and other-related costs	0.04	0.84	0.28
Pension and postretirement settlement and curtailment charges (income)	—	—	0.01
Tax effect on items above	(0.10)	(0.16)	(0.07)
Tax benefit from legislative tax rate changes, including certain discrete tax items⁽¹⁾	0.12	(0.14)	(0.07)
Diluted adjusted earnings (loss) per share (Non-GAAP)	$4.88	$4.93	$4.11
Adjustments:
Performance Materials’ intellectual property litigation expense	0.24	0.36	0.12
Certain non-cash (income) charges⁽²⁾	0.03	0.06	—
Tax effect on items above	(0.07)	(0.09)	(0.03)
Diluted adjusted earnings (loss) per share, net of adjustments	$5.08	$5.26	$4.20
Cumulative EPS (Non-GAAP)⁽³⁾	$14.54

(1)

Represents certain discrete tax items such as excess tax benefits on stock compensation and ~~its stockholders to amend~~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 ~~Certificate to remove~~tax provision and the ~~supermajority vote requirement as described in this Proposal 4.~~

~~Removal of Obsolete Provisions~~

The proposed amendment to our Certificate also removes two obsolete provisions in Article VII of our Certificate that are no longer applicable or relevant. First, the proposed amendment removes from Article VII transition provisionseffective tax rate related to the de-staggering of the Company's Board of directors that will be fully implemented and therefore obsolete as of the 2019 Annual Meeting, since at such time all of our directors will be elected to serve one-year terms. Second, the proposed amendment removes a provision prohibiting the removal of a director without cause,

continuing operating results thereby providing useful supplemental information about operational performance.

	A-2			INGEVITY - ~~2019~~2021 Proxy Statement ~~- 49~~ ~~TABLE OF CONTENTS~~ ~~which ceases to be applicable under the DGCL when a board of directors is not classified or a corporation does not have cumulative voting.~~ ~~New Article Heading~~ The proposed amendment also adds a new heading “Article IX” in order to separate current Article VIII into two separate articles, with Article VIII governing personal liability of directors and Article IX concerning amendments to the Certificate. ~~Required Vote~~ Our Certificate requires that the affirmative vote of the holders of at least 75 percent of the voting power of all outstanding shares entitled to vote generally in the election of directors to approve this amendment

	to our Certificate. The general descriptions of the Proposed Amendment set forth above are qualified in their entirety by reference to the text of the Proposed Amendment, which is attached as Appendix A to these proxy materials. Additions to the Certificate are indicated by underlining, and deletions are indicated by strike-outs. If it is approved by the stockholders, this amendment would become effective after the Company files a certificate of amendment with the Secretary of State of Delaware, which would occur promptly after the Annual Meeting.			~~Recommendation of the Board~~ ~~The Board recommends that the stockholders vote “FOR” the adoption of this resolution and approve the amendment to our Certificate of Incorporation.~~ ~~QUESTIONS AND ANSWERS REGARDING STOCKHOLDER COMMUNICATIONS, STOCKHOLDER PROPOSALS AND COMPANY DOCUMENTS~~

~~How can I obtain copies of Ingevity’s Annual Report and Form 10-K?~~

We will provide without charge, at the written request of any stockholder of record as of February 25, 2019, 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.

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Requests for copies of our Annual Report on Form 10-K should be mailed to: Ingevity Corporation, 5255 Virginia Ave, N. Charleston, SC 29406, Attn: Katherine P. Burgeson, Secretary. You may also access a copy of our annual report via the Internet by visiting our website located at http://ir.ingevity.com under the Financial Information tab.

~~How do I submit a proposal for inclusion next year’s proxy statement?~~

Under SEC rules, a proposal that a stockholder wishes to include in our proxy statement for the 2020 Annual Meeting must be received by our Corporate Secretary no later than the close of business on November 12, 2019. Proposals should be sent to: Ingevity Corporation, 5255 Virginia Ave, N. Charleston, SC 29406, Attn: Katherine P. Burgeson, Secretary. 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.~~

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~~How do I nominate a director for election at next year’s annual meeting of stockholders?~~

Under our By-Laws, any stockholder entitled to vote in the election of 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 than 90 days and not more than 120 days prior to the first anniversary of the preceding year’s annual meeting.

This means that written notice of any nominations intended to be made at the 2020 Annual Meeting must be delivered between December 27, 2019 and January 26, 2020. Any such notice must contain the information and conform to the requirements specified in our By-Laws.

~~How do I bring other business before next year’s annual meeting of stockholders?~~

Under our By-Laws, any stockholder of record wishing to present a matter (other than the nomination of a director or matters that have been submitted for inclusion in our proxy statement for such meeting) in person at the 2020 Annual Meeting must provide written notice to our Corporate Secretary no less than 90 days and not more than 120 days prior to the first

anniversary of the preceding year’s annual meeting. This means that any notice regarding matters to be presented at the 2020 Annual Meeting must be delivered between December 27, 2019 and January 26, 2020. The notice must contain the information and conform to the requirements specified in our By-Laws.

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~~APPENDIX A - AMENDMENT TO CERTIFICATE OF INCORPORATION~~

~~If stockholders approve Proposal 4 to amend the Company’s Certificate of Incorporation, the text in~~ ~~blue~~ ~~and indicated by underline will be added, text in~~ ~~red~~ ~~and indicated by strike-through will be deleted and text in [green] and will be moved.~~

~~In order to eliminate the supermajority vote requirement, Article V shall read as follows:~~

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, provided, further, that, notwithstanding anything to the contrary in this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, this Certificate of Incorporation or any Preferred Stock Designation, Section 1.3, Section 2.1, the last sentence of Section 2.2, Section 2.11, Section 2.12 or the last sentence of Section 7.7 of the By-Laws of the Corporation may be modified, amended or repealed, and any By-Law provision inconsistent with such provisions may be adopted, by the stockholders of the Corporation only by the affirmative vote of the holders of at least 75 percent (75%) of the voting power of the then outstanding Voting Stock (as defined in the next sentence), voting together as a single class.

~~For the purposes of this Certificate of Incorporation, “Voting Stock” shall mean the outstanding~~ ~~shares of capital stock of the Corporation entitled to vote generally in the election of directors.~~

~~To remove a provision regarding the elimination of the separate classes for directors that is no longer applicable, the second paragraph of Article VII shall read as follows:~~

~~Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances,~~ ~~the directors shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the~~

term of office of the first class to expire at the 2017 annual meeting of stockholders, the term of office of the second class to expire at the 2018 annual meeting of stockholders and the term of office of the third class to expire at the 2019 annual meeting of stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 2017 annual meeting, (a) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the 2019 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 and (b) beginning at the 2019 annual meeting, directors elected to succeed those directors whose terms then expire~~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.

In order to eliminate a provision that is no longer necessary since all directors will be in the same class as of the 2019 Annual Meeting, and to remove the use of a defined term, the last sentence of Article VII shall read as follows:

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 ~~Voting Stockshares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, provided, that for as long as the Board of Directors is separated into separate classes, directors may only be removed for cause.~~

~~In order to make a change related to the elimination the supermajority vote requirement, Article VIII is separated into Articles VIII and IX and shall read as follows:~~

~~ARTICLE VIII~~

~~A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a~~

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director, 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 a director of the Corporation existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.

~~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, and provided, further, that any proposed alteration, amendment or repeal of, or the adoption of any provision inconsistent with, Article V and Article VIII of this Certificate of Incorporation (in each case, as in effect on the date hereof) may only be made by the affirmative vote of shares representing not less than seventy-five percent (75%) of the voting power of all of the Voting Stock, voting together as a single class.

~~APPENDIX-B NON-GAAP FINANCIAL MEASURES~~

~~meant to be considered in isolation or as a substitute for the most directly comparable financial measure calculated in accordance with GAAP.~~

~~Cumulative Earnings (Loss) per Share ("Cumulative EPS")~~

"Cumulative EPS" is defined as continuing operations diluted EPS attributable to Ingevity stockholders plus restructuring and other (income) charges, net per share, separation costs per share, acquisition and other related costs per share, impairment charges, per share, pension settlement and curtailment (gain)loss per share, 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, including

~~the tax expense (benefit) recorded as the result of 2017 U.S. Tax Reform (and related guidance adopted in 2018-2020).~~

The table below reconciles Cumulative EPS for 2018, 2017, and 2016 to diluted earnings per share, the most directly comparable financial measure calculated in according with GAAP set forth in the Company's 2018 Form 10-K.

~~Adjusted EBITDA~~

“Adjusted EBITDA” is defined as Net income (loss) plus interest expense, net, provision (benefit) for income taxes, separation costs, restructuring and other (income) charges, net, acquisition and other related costs, depreciation and amortization.

~~In section entitled “2018 Performance Highlights” and in the description of D. Michael Wilson’s individual performance achievements in the CD&A we discuss~~

Adjusted EBITDA. For more information regarding the non-GAAP financial measure Adjusted EBITDA for both fiscal years 2018 and 2017, 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 48 of the 2018 Form 10-K.

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~~Segment EBITDA and Segment EBITDA Margin~~

~~“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 2018 and 2017, 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 48 of the 2018 Form 10-K.~~

The table below reconciles Segment EBITDA and Segment EBITDA margin for 2018 and 2017 to segment operating profit and segment operating profit margin, respectively, the most comparable financial measures calculated in accordance with GAAP set forth in the Company’s 2018 Form 10-K.

~~Company STIP-Adjusted EBITDA~~

~~“Company STIP-Adjusted EBITDA” is defined as Adjusted EBITDA, plus or minus the impact of Separation-related Reimbursement Awards and certain non-cash gains or charges.~~

In the section entitled “2018 Short-Term Incentive Plan (“STIP”)” in the CD&A we discuss Company STIP-Adjusted EBITDA for fiscal year 2018. Company STIP-Adjusted EBITDA was selected as a performance measure under the Short Term Incentive Plan for 2018 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 Company STIP-Adjusted EBITDA for 2018 to net income for 2018, the most comparable financial measure calculated in accordance with GAAP set forth in the Company’s 2018 Form 10-K.

~~Business Unit STIP-Adjusted EBITDA ("BU STIP-Adjusted EBITDA")~~

~~“BU STIP-Adjusted EBITDA" is defined as Segment EBIDTA, plus or minus the impact of Separation-related Reimbursement Awards and certain non-cash gains or charges.~~

In the section entitled “2018 Short-Term Incentive Plan (“STIP”)” in the CD&A we discuss each segment's BU STIP-Adjusted EBITDA for fiscal year 2018. These metrics were selected as a performance measure under the Short Term Incentive Plan for 2018 because Segment EBITDA is the primary performance measurements 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 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 Performance Chemicals' BU STIP-Adjusted EBITDA and Performance Materials' BU STIP-Adjusted EBITDA for 2018 to each segment's operating profit for 2018, respectively, the most comparable financial measure calculated in accordance with GAAP set forth in the Company’s 2018 Form 10-K.

~~Free Cash Flow~~

~~“Free Cash Flow” is defined as operating cash flow less capital expenditures.~~

In the section entitled “2018 Performance Highlights” in the CD&A we discuss Free Cash Flow for fiscal year 2018. 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. The table below reconciles the Company’s Free Cash Flow for 2018 to net cash provided by operating activities for 2018, the most comparable financial measure calculated in accordance with GAAP set forth in the Company’s 2018 Form 10-K.

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~~Average Return on Invested Capital ("Average ROIC")~~

~~“Average ROIC” is defined as net operating profit after tax (NOPAT) divided by the average Invested Capital for the period.~~

NOPAT is defined as net income (loss) from continuing operations plus interest expense (income), net, restructuring and other (income) charges, separation cost, acquisition and other related costs, pension settlement and curtailment (gain) loss, and the income tax expense (benefit) on these items, including the tax expense (benefit) recorded as the result of 2017 U.S. Tax Reform (and related guidance adopted in 2018-2020).

investment plus total Ingevity stockholders’ equity. Average Invested Capital will be defined as a two (2) point average: (beginning calendar year Invested Capital plus end of calendar year Invested Capital) divided by two.

The table below calculates the Company’s Average ROIC for 2018. The tables below also reconcile NOPAT (Average ROIC numerator) to Net Income Attributable to Ingevity Stockholders, the most comparable measure calculated in accordance with GAAP, and calculates Average Invested Capital (Average ROIC denominator) using the balance sheet. See the Company’s 2018 Form 10-K for more information our consolidated balance sheet.

~~Reconciliation of Diluted EPS (GAAP) to Cumulative EPS (Non-GAAP)~~

Shares In millions, unaudited Year Ending
2018 Year Ending
2017 Year Ending
2016
Diluted earnings (loss) per common share (GAAP) 3.97
2.97
0.83
Restructuring and other (income) charges (0.01 ) 0.09
0.98
Separation costs —
0.02
0.41
Acquisition and other related costs 0.28
0.17
—
Pension and postretirement settlement and curtailment charges (income) 0.01
—
—
Tax effect on items above (0.07 ) (0.09 ) (0.14 )
Tax benefit from U.S. Tax Reform (0.05 ) (0.58 ) —
Diluted adjusted earnings (loss) per share (Non-GAAP) 4.13
2.58
2.08

Adjustments:
Separation-related Reimbursement Awards, net of tax⁽¹⁾
(0.01 ) —
0.04
Certain non-cash (income) charges, net of tax⁽²⁾
0.01
(0.04 ) (0.02 )
Diluted adjusted earnings (loss) per share, net of adjustments 4.13
2.54
2.10
Cumulative EPS (Non-GAAP)⁽³⁾
8.77


~~(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 2018 Form 10-K.

(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, adoption impacts from ASC 606 - Revenue from Contracts with Customers and ASC 326 – Financial Instruments – Credit Losses, COVID-19-related customer provisions, and non-cash translation impacts associated with currency exchange rate fluctuations.

(3)	Sum of 2018, 2019, and 2020.

Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP) to Company STIP-Adjusted EBITDA (Non-GAAP)

In millions, unaudited	Year Ending 2020	Year Ending 2019	Year Ending 2018
Net income (loss) (GAAP)	$181.4	$183.7	$181.8
Provision (benefit) for income taxes	53.7	44.2	40.0
Interest expense	47.1	54.6	33.2
Interest income	(4.9)	(7.7)	(3.4)
Depreciation and amortization	100.2	85.0	57.0
Restructuring and other (income) charges, net	18.5	1.8	(0.5)
Acquisition and other-related costs	1.8	35.3	12.2
Pension and postretirement settlement and curtailment charges (income), net	0.1	—	0.2
Adjusted EBITDA (Non-GAAP)	$397.9	$396.9	$320.5
Certain non-cash charges⁽¹⁾	1.0	2.8	—
Company STIP-Adjusted EBITDA (Non-GAAP)	$398.9	$399.7	$320.5

(1)

Reconciliation of Segment EBITDA (GAAP) to BU STIP-Adjusted EBITDA (Non-GAAP)

In millions, unaudited	Year Ending 2020
In millions, unaudited	Performance Chemicals	Performance Materials
Segment EBITDA (GAAP)	$148.7	$249.2
Certain non-cash charges⁽¹⁾	—	2.4
STIP-Adjusted EBITDA (Non-GAAP)	$148.7	$251.6

(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, adoption impacts from ASC 606 - Revenue from Contracts with Customers and ASC 326 – Financial Instruments – Credit Losses, COVID-19-related customer provisions, non-cash translation impacts associated with currency exchange rate fluctuations, and an impairment charge in our Performance Materials’ segment of an equity security.

Reconciliation of Operating Cash Flow (GAAP) to Free Cash Flow (Non-GAAP)

In millions, unaudited	Year Ending 2020	Year Ending 2019
Cash Flows from Operating Activities (GAAP)	$352.4	$275.7
Capital expenditures	(82.1)	(114.8)
Free Cash Flow (Non-GAAP)	$270.3	$160.9


~~(3)~~	~~Sum of 2016, 2017, and 2018.~~

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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
2018 Year Ending
2017 Year Ending
2016
Net income (loss) (GAAP) 181.8
145.2
44.4
Provision (benefit) for income taxes 40.0
29.6
42.6
Interest expense 35.0
18.1
19.3
Interest income (5.2 ) (2.3 ) (1.4 )
Separation costs 0.0
0.9
17.5
Depreciation and amortization 57.0
40.4
38.8
Restructuring and other (income) charges, net (0.5 ) 3.7
41.2
Pension settlement and curtailment (income) charges 0.2
0.0
0.0
Acquisition and other related costs 12.2
7.1
—
Adjusted EBITDA (Non-GAAP) 320.5
242.7
202.4
Separation-related Reimbursement Awards⁽¹⁾
(0.3 ) 0.3
1.6
Certain non-cash charges⁽²⁾
0.3
(3.3 ) (0.7 )
Company STIP-Adjusted EBITDA (Non-GAAP) 320.5
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 2018 Form 10-K.


~~(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, adoption impacts from ASC 606 - Revenue from Contracts with Customers, and non-cash translation impacts associated with currency exchange rate fluctuations.

~~Segment EBITDA~~

In millions, except percentages unaudited Year Ending
2018 Year Ending
2017
Year Ending
2016
Performance Materials
Segment operating profit (GAAP) 147.2
122.0
106.9
Depreciation and amortization 22.2
19.8
16.4
Segment EBITDA (Non-GAAP) 169.4
141.8
123.3
Net Sales 400.4
349.3
301.0
Segment operating margin 36.8 % 34.9 % 35.5 %
Segment EBITDA margin 42.3 % 40.6 % 41.0 %

In millions, except percentages unaudited Year Ending
2018 Year Ending
2017 Year Ending
2016
Performance Chemicals
Segment operating profit (GAAP) 116.3
80.3
56.7
Depreciation and amortization 34.8
20.6
22.4
Segment EBITDA (Non-GAAP) 151.1
100.9
79.1
Net Sales 733.2
623.1
607.3
Segment operating margin 15.9 % 12.9 % 9.3 %
Segment EBITDA margin 20.6 % 16.2 % 13.0 %

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~~Reconciliation of Segment Operating Profit (GAAP) to BU STIP-Adjusted EBITDA (Non-GAAP)~~

Year Ending 2018⁽¹⁾
In millions, unaudited Performance Chemicals Performance Materials
Segment operating profit (GAAP) 116.3
147.2
Depreciation and amortization 34.8
22.2
Separation-related Reimbursement Awards⁽²⁾
(0.3 ) 0.0
Certain non-cash charges⁽³⁾
0.4
1.4
STIP-Adjusted EBITDA (Non-GAAP) 151.2
170.8


~~(1)~~	~~BU STIP-Adjusted EBITDA is a new metric for 2018.~~


~~(2)~~	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 2018 Form 10-K.

~~(3)~~

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, adoption impacts from ASC 606 - Revenue from Contracts with Customers, non-cash translation impacts associated with currency exchange rate fluctuations, and an impairment charge in our Performance Materials' segment of an equity security.

~~Reconciliation of Operating Cash Flow (GAAP) to Free Cash Flow (Non-GAAP)~~

In millions, unaudited Year Ending
2018 Year Ending
2017
Cash Flows from Operating Activities (GAAP) 252.0
174.3
Capital expenditures (93.9 ) (52.6 )
Free Cash Flow (Non-GAAP) 158.1
121.7

Reconciliation of Net Income (Loss) Attributable to Ingevity Stockholders (GAAP) to NOPAT (Non-GAAP)

In millions, unaudited

Year Ending



~~In millions, unaudited~~	~~Year Ending~~ ~~2018~~
~~Net income (loss) attributable to Ingevity stockholders (GAAP)~~	~~169.1~~
~~Restructuring and other (income) charges, net~~	~~(0.5~~	)
~~Acquisition and other related costs~~	~~12.2~~
~~Pension settlement and curtailment (gain) loss~~	~~0.2~~
~~Tax effect on items above~~	~~(3.0~~	)
~~Tax benefit from U.S. Tax Reform~~	~~(1.9~~	)
~~Adjusted earnings (loss) (Non-GAAP)~~	~~176.1~~

~~Adjustments:~~
~~Interest expense, net~~	~~29.8~~
~~Separation-related Reimbursement Awards~~⁽¹⁾	~~(0.3~~	)
~~Certain non-cash charges~~⁽²⁾	~~0.3~~
~~Tax effect on items above~~	~~(6.9~~	)
~~NOPAT (Non-GAAP) (Average ROIC numerator)~~	~~199.0~~	2020
	Net income (loss) attributable to Ingevity stockholders (GAAP)		$186.2
	Restructuring and other (income) charges, net		18.5
	Acquisition and other-related costs		1.8
	Pension settlement and curtailment (gain) loss		0.1
	Tax effect on items above		(4.4)
	Tax benefit from legislative tax rate changes, including certain discrete tax items⁽¹⁾		5.2
	Adjusted earnings (loss) (Non-GAAP)		$202.6
	Adjustments:
	Interest expense, net		$42.2
	Performance Materials’ intellectual property litigation expense		10.1
	Certain non-cash charges⁽²⁾		1.0
	Tax effect on items above		(12.5)
	NOPAT (Non-GAAP) (Average ROIC numerator)		$243.4

(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.

~~(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 2018 Form 10-K.

(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, adoption impacts from ASC 606 - Revenue from Contracts with Customers and ASC 326 – Financial Instruments – Credit Losses, COVID-19-related customer provisions, non-cash translation impacts associated with currency exchange rate fluctuations.


~~(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, adoption impacts from ASC 606 - Revenue from Contracts with Customers, and non-cash translation impacts associated with currency exchange rate fluctuations.

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Calculation of 2020 Invested Capital

December 31,
In millions, unaudited 2018 2017
Total Ingevity Stockholders' Equity 338.7
263.9
Total Debt including capital lease obligation 758.9
455.0
Less: Restricted Investment (71.2 ) (71.3 )
Invested Capital 1,026.4
647.6
Average Invested Capital (Average ROIC denominator) 837.0

	December 31,
In millions, unaudited	2020	2019
Total Ingevity Stockholders' Equity	$642.1	$530.8
Performance Materials’ intellectual property litigation expense, net of tax	7.7	11.6
After tax impact of new accounting pronouncements	0.8	—
Total Debt including capital lease obligation	1,306.5	1,257.8
Less: Restricted Investment, gross of allowance for expected credit losses	(74.5)	(72.6)
Less: Restricted Cash	(0.7)	(8.1)
Invested Capital	$1,881.9	$1,719.5
Average 2019 Invested Capital (Average ROIC denominator)	$1,800.7

Calculation of Average ROIC

	In millions, unaudited			2020
	NOPAT (Average ROIC numerator)			$243.4
	Average Invested Capital (Average ROIC denominator)			$1,800.7
	Average ROIC			13.52%

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Calculation of Mr. Fortson’s Prorated 2020 STIP Payout

unaudited	CFO	CEO
Full Year Salary	$535,124	$825,000
Eligible months in 2020	8	4
Eligible Salary in 2020	355,416	275,000
Target STIP Percentage	75%	100%
Target STIP Payout Amount	265,562	275,000
Company Funding Percentage	84.1%	84.1%
2020 STIP Payout Amount	224,178	231,275

2020 Combined STIP Payout Amount		$455,454

Calculation of BU STIP Payout Percentage

In millions, except percentages, unaudited	Funding	Mr. Smith Goal	Mr. Woodcock Goal
Maximum Performance	200%	$180.0	$255.0
Above Target Performance	150%	175.0	250.0
Target	100%	170.0	240.0
Below Target	50%	150.0	225.0
Threshold	25%	140.0	218.0
Actual BU STIP-Adjusted EBITDA		148.7	213.8
BU Funding Percentage (Above Target plus Additional)⁽¹⁾		46.8%	166.0%
BU Funding Percentage Allocation (BU Funding Percentage x 30% allocation)	A	14.0%	49.8%
Company Funding Percentage		84.1%	84.1%
Company Funding Percentage Allocation (Company Funding Percentage x 70 % allocation)	B	58.9%	69.6%
BU STIP Payout Percentage	=A+B	72.9%	108.7%

(1)

Maximum payout is 200 percent. For Mr. Smith BU STIP-Adjusted EBITDA was below the below target, yet above threshold and therefore BU Funding Percentage was calculated at 46.8 percent. For Mr. Woodcock BU STIP-Adjusted EBITDA was above target performance yet below the maximum performance and therefore BU Funding Percentage was calculated at 166.0 percent.

Calculation of Total Debt to Net Income (Loss) Ratio (GAAP) to

Net Debt Ratio (Non-GAAP)

	In millions, except ratios (unaudited)			December 31, 2020
	Notes payable and current maturities of long-term debt			$26.0
	Long-term debt including finance lease obligations			1,267.4
	Debt issuance costs			13.1
	Total Debt			1,306.5
	Less:
	Cash and cash equivalents⁽¹⁾			258.1
	Restricted investment			73.6
	Net Debt			$974.8

	Total Debt to Net income (loss) Ratio (GAAP)
	Net income (loss) - last twelve months (LTM) as of December 31, 2020			$181.4

	Total debt to Net income (loss) ratio (GAAP)			7.20x

	Net Debt Ratio (Non GAAP)
	Adjusted EBITDA - LTM as of December 31, 2020			$397.9

	Net debt ratio (Non GAAP)			2.45x

(1)	Includes $0.4 million of Restricted Cash related to the New Markets Tax Credit arrangement.



~~In millions, unaudited~~	~~2018~~
~~NOPAT (Average ROIC numerator)~~	~~199.0~~
~~Average Invested Capital (Average ROIC denominator)~~	~~837.0~~
~~Average ROIC~~	~~23.78~~	%

~~Calculation of BU STIP Payout Percentage~~

In millions, except percentages, unaudited Funding
Mr. Smith
Goal
Mr. Woodcock Goal
Maximum Performance 200% 155.0
170.0
Above Target Performance 150% 148.0
162.0
Difference 50% 7.00
8.00
Additional funding % per $1.0 million Above Target Performance 7.1% 6.3%
Actual BU STIP-Adjusted EBITDA 151.2
170.8
Actual BU STIP-Adjusted EBITDA over Above Target Goal 3.2
8.8
Additional Funding Above Target Performance 23% 55%
BU Funding Percentage (Above Target plus Additional) ⁽¹⁾
173% 200%
BU Funding Percentage Allocation
(BU Funding Percentage x 30% allocation)
A 52% 60%
Company Funding Percentage 200% 200%
Company Funding Percentage Allocation
(Company Funding Percentage x 70 % allocation)
B 140% 140%
BU STIP Payout Percentage =A+B 192% 200%


~~(1)~~	~~Maximum payout is 200 percent.~~

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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	6,054,180	(1)	[ ]%
Common Stock	The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355	4,399,552	(2)	[ ]%



NEO	Percentage Increase	2018 Annual Base Salary ($)
D. Michael Wilson	5.9%	900,000
John C. Fortson	3.1%	505,000
Katherine P. Burgeson	8.0%	390,000
Michael P. Smith	6.6%	400,000
S. Edward Woodcock	10.0%	330,000