This summary highlights information about Ingevity Corporation and certain information contained elsewhere in this proxy statement (the “Proxy Statement”) for our 2024 Annual Meeting of Stockholders (the “Annual Meeting”). This summary does not contain all of the information that you should consider in deciding to vote. Please read the entire Proxy Statement carefully before voting.

Agenda Items and Board Recommendations

2023 Business Highlights

Sustainability Highlights

Snapshot of Director Nominees

Board Demographics

Corporate Governance Highlights

We recognize that strong corporate governance practices contribute to long-term stockholder value. We are ~~a stockholder of record, you may revoke your proxy~~committed to sound governance practices, including those described below.

Executive Compensation Governance Practices

The T&C Committee continues to implement and ~~change your vote before~~maintain practices in our compensation programs and related areas that reflect responsible corporate governance and compensation policies. These practices include the ~~polls close~~following:

Our Nominating & Governance Committee has recommended, and the Board has nominated nine incumbent directors for election at the Annual Meeting ~~by doing one of the following:~~

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~~2025 annual meeting of stockholders ~~and until his or her successor has been elected and qualified.~~

Two 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.

~~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~~Proxy Statement and to serving as a director if elected. If any nominee is unable to stand for election for any reason, the ~~shares~~Common Stock represented at our ~~annual meeting~~Annual Meeting by proxy may be voted for another candidate proposed by our Board, or our Board may choose to reduce its size.

The information below summarizes the particular experience, qualifications, attributes and skills of each nominee. The Nominating & Governance Committee and the Board believe that, as a group, these nominees provide our Board with a strong balance of experience, leadership, qualifications, attributes and skills, and that each individual nominee can make a significant contribution to the Board and should serve as a director of the Company.

Vote Required:

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

The ~~Nominating~~election of directors is not contested at this Annual Meeting. Abstentions and ~~Governance Committee (the “Governance Committee”) recommended each~~broker non-votes will have no effect on the outcome of the ~~individuals listed below for nomination. Based on this~~

recommendation and each nominee’s credentials and experience outlined below, the Board has determined that each such nominee can make a significant contribution to the Board and should serve as a directorelection of ~~the Company.~~

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

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

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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.

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~~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.~~

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Director Nominees

~~Jean S. Blackwell (age 64)~~

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Summary of the Director Nominees’ Skills and Experience

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

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

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

In addition, many of our directors have experience as members of non-profit, academic and philanthropic institutions, which adds additional perspective to their roles at Ingevity.

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Board and Corporate Governance Matters

Role of the Board of Directors a member

The Board is responsible for overseeing and providing guidance on the Company’s strategy, business and performance, and protecting stockholder interests and value. In addition, the Board is responsible for appointing, overseeing and evaluating the executive officers who manage the Company’s day-to-day operations. The Board oversees management’s activities to ensure that the Company’s assets are properly safeguarded; that the Company maintains appropriate financial and other internal controls; and that the Company complies with responsible corporate governance practices, and applicable laws, regulations and ethical standards. One of the ~~Compensation Committee,~~Board’s most important functions is oversight of risk management, including cybersecurity. This is discussed further below under the section titled “Board’s role in risk oversight.”

The Board actively oversees the development and ~~Chair~~execution of ~~the Nominating~~our strategies, including those related to business, operations and Governance Committee of Celanese Corporation, a global technology and specialty materials company since March 2014. Since June 2018, she has served as a member of the Board of Directors, and a member of the Compensation Committee, of Johnson Controls International PLC, a global diversified technology and multi-industrial leader. From 2007 through 2018, Ms. Blackwell served as a member of the 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 and Governance Committees, having previously served as Chair of the Governance Committee 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.

~~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~~

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~~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~~strategies focused on legal and ~~sales, including in the automotive industry,~~regulatory matters, corporate responsibility and ~~her governance~~sustainability, stockholder engagement, innovation and ~~oversight experience from service on several other public company boards.~~

~~Richard B. Kelson (age 72)~~ ~~Mr. Kelson is currently the Chairman~~protection of ~~our Board. He is also the Chairman, President,~~intellectual property, cybersecurity, talent development 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, andexecutive succession.

In carrying out its ~~predecessor, Westvaco Corporation, from 2001 to 2015. He has served as a member of~~responsibilities, the Board ~~of Directors of PNC Financial Services Group, Inc. since 2002,~~has created 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 2015delegated responsibilities 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 reorganizationfive fully independent committees:

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

Each committee’s responsibilities are described 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

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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.

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~~CORPORATE GOVERNANCE~~

~~Corporate Governance Guidelines~~

~~Our Company is managed under the direction~~“Committees of our Board ~~which has adopted a set~~ of Directors.”

Corporate Governance Guidelines

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

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

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

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~~Director Independence~~

Board Leadership Structure

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

INDEPENDENT
CHAIR

JEAN S. BLACKWELL

Main Responsibilities:

■ Presides over Board and stockholder meetings

■ Provides advice and counsel to CEO

■ Acts as liaison between independent directors and CEO

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

■ Chairs the Executive Committee

PRESIDENT & CEO

JOHN C. FORTSON

Main Responsibilities:

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

■ Manages and develops Ingevity’s executive leadership team

■ Ensures proper execution of Ingevity’s corporate strategy

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

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

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

Committees of our Board of Directors

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

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

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

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

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

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

EXECUTIVE COMMITTEE

2023 Meetings: 1

Average attendance in 2023: 100%

CHAIR

Jean S. Blackwell

MEMBERS

Luis Fernandez-Moreno

Diane H. Gulyas

Karen G. Narwold

Daniel F. Sansone

PRIMARY RESPONSIBILITIES AND LIMITATIONS:

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

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

Director Nominees and Selection

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

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

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

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

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

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

Director independence

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

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

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

~~Upon~~ other than in connection with his or her role as a director.

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

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

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Evaluating Board performance and Messrs. Kelson, Fernandez-Moreno, Fitzpatrick, Lynch,effectiveness

The Nominating & Governance Committee assists the Board in annually assessing the effectiveness of the Board, its committees, and ~~Sansone, is independent.~~

each director in carrying out their respective roles, as described below.

Format

Topics

Presentation of Findings

Feedback Incorporated

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

Evaluation topics generally include, among other matters:

■ Board composition and structure;

■ Board culture;

■ Information flow and processes;

■ Board oversight of risk management and strategic planning;

■ Compliance and ethics program effectiveness;

■ Succession planning;

■ Access to management; and

■ Individual director effectiveness.

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

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

Examples of actions the Board ~~Meetings~~

has taken in recent years in response to the annual evaluation process include:

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

Board meetings and executive sessions

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

appropriate.

The Board met ~~six~~ten times during ~~fiscal year 2018. All directors~~2023. Each director attended ~~75 percent~~at least 75% of the aggregate of (i) the number of meetings of the Board held during the period he or ~~more~~she was a director and (ii) the number 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~~the period he or she served on such committees. All directors attended the 2023 Annual Meeting of ~~Non-Management Directors~~

Stockholders.

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

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

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Board’s role in risk oversight

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

~~Director Attendance at Annual Meetings~~

~~Directors are invited~~full Board and ~~encouraged to attend the Company’s Annual Meeting. All of our then serving Directors attended the 2018 Annual Meeting.~~

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~~Board Leadership Structure~~

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 focusthrough its committees, oversees risk management on ~~executing the Company’s strategic plan and managing the Company’s operations and performance and~~

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

~~Codes of Business Conduct and Ethics~~

~~The Company maintains three codes of business conduct and ethics (collectively, the “Codes of Ethics”~~aggregate risk profile.

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

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

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

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

~~Each of the Codes 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.

~~Board's Role in Risk Oversight~~

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

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

Legal, compliance, and regulatory risks

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

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

~~While our Board is ultimately responsible for risk oversight, our Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk.~~

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

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

Governance risks

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

Executive compensation program risks

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

Sustainability & ESG risks

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

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

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Cybersecurity risks

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

Board oversight of ESG matters

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

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

Management development and succession planning

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

Board committees areoversight of DEIB and human capital matters

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

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

Director education program

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

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Retirement age, term limits and significant change in job responsibilities

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

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

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

Overboarding policy

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

Stockholder outreach and engagement

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

CALLS WITH
STOCKHOLDERS

MEETINGS WITH
STOCKHOLDERS

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

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How to manage and mitigate them.

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~~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~~contact the Board

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

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

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

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

~~Committees~~

Code of Conduct

Our Code of Conduct applies to all Ingevity-controlled entities and their respective employees, officers and directors, including the Board. It emphasizes our ~~Board~~

commitment to doing things the right way to ensure our employees and others understand our “IngeviWay” value for integrity and ethical behavior. The Code of Conduct also contains information to enable better decision making on topics such as employee and leader responsibilities, data privacy and protection, DEIB and third-party interactions.

The Code of Conduct focuses the Board, ~~has three standing committees that met during fiscal year 2018:~~management and our employees on areas of ethical risk, provides guidance and examples to help personnel recognize and deal with ethical issues, prominently features mechanisms to report unethical conduct, and helps to foster a culture of honesty and accountability. The Code of Conduct is available on our website at http:// ir.ingevity.com/governance/codes-of-conduct. All employees, including executives, and all non-employee directors are required annually to review the ~~Audit Committee,~~Code of Conduct and to participate in Code of Conduct training.

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

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

~~Executive Committee~~

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

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

(1) approve or adopt or recommend to the stockholders any action or matter (other than the election or removal of directors) that Delaware law requires to be approved by stockholders; or (2) adopt, amend or repeal our By-Laws. Ingevity’s Executive Committee held no meetings during fiscal 2018.

~~Audit Committee~~

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

The Board has determined that each of Ms. Blackwell and Messrs. Fitzpatrick and Sansone is an “audit committee financial expert” as that term is defined under SEC rules. The Board has also determined that all Audit Committee members are financially literate, as that qualification is interpreted by the Board in its business judgment, in compliance with the NYSE listing standards requirements for audit committee members. The Board has also determined that all

~~members~~recommendation of the Audit Committee ~~are independent in accordance with~~or the ~~heightened independence standards established by~~Nominating & Governance Committee. Any such waiver will be disclosed within four business days of the waiver (or an implicit waiver) on our website at http://ir.ingevity.com/governance/codes-of-conduct, and will remain posted for a period of at least 12 months. Any amendment to the Code of Conduct (other than technical, administrative, or other non-substantive amendments) for which disclosure is required pursuant to Item 5.05 of Form 8-K under the Exchange Act will also be disclosed on that page of our website.

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

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

Governance materials on our website

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

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

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

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

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

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

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

Related party transactions

The Board evaluates related party transactions consistent with Item 404 of Regulation S-K. Under its charter, the Nominating & Governance Committee is charged with reviewing all potential related party transactions and evaluation of: (1) the integrity of our financial statements; (2) our system of internal control over financial reporting; (3) the performance of our internal audit function; (4) the independence, qualifications and performance of our independent auditor; (5) our risk review and system of compliance with legal and regulatory requirements; (6) our

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~~financial management and resources; (7) specific financial strategy initiatives as requested by~~making recommendations to 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 compensation committee members.

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

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

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

~~Compensation Committee Interlocks and Insider Participation~~

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

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

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

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

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

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Director Compensation

Ingevity’s Director compensation approval process

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

2023 Non-employee Director compensation

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

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

*	The Company did not have a Lead Independent Director in 2023.

Cash retainers

Cash retainers are ~~independent as defined~~paid to the non-employee directors quarterly in advance. Non-employee directors may elect to receive their annual cash retainer (both standard and leadership retainers) in the ~~applicable listing standards~~form of deferred stock units (“DSUs”) in lieu of cash under the 2016 Omnibus Incentive Plan, as amended, and the Non-Employee Director Deferred Compensation Plan (“Director DCP”). If a director makes such an election, the cash retainer is converted into an amount of DSUs using the closing price of the ~~NYSE.~~

~~The purpose of~~Company’s Common Stock on the ~~Governance Committee is~~business day that the cash retainer would have otherwise been paid to ~~assist~~ the ~~Board in fulfilling its corporate governance responsibilities, including, without limitation, with respect to identifying~~director. DSUs representing cash retainers are fully vested upon grant and ~~recommending qualified candidates for our Board and its committees; overseeing the evaluation of the effectiveness of the~~

Board and its committees; reviewing matters on corporate governance, including trends and current practices and developing and recommending Corporate Governance Guidelines and other governance policies and procedures. The Governance Committee will also consider and evaluate candidates properly submitted for nomination by stockholders in accordance with the procedures set forth in our 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~~settled when the director ~~qualification standards described in our Governance Guidelines. These standards include (1) an absence of conflicts of interest and other legal and ethical~~

issues that would interfere with such candidate’s service as a director, (2) a commitment to serve as a director in accordance with our Governance Guidelines, (3) a willingness and ability to devote sufficient time and energy to carry 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~~terminates his or her ~~duties. In addition,~~service with the ~~Governance Committee will evaluate a candidate’s independence, skills~~Board. DSUs in lieu of cash retainers do not confer voting rights but are entitled to dividend-equivalents, which accrue from the grant date and ~~experience~~are delivered in cash when 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~~

underlying DSUs are settled.

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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.

Restricted Stock Awards

Unit awards

Each non-employee director receives an annual award grant of Ingevity restricted stock units (“~~RSUs”~~DRSUs”) under the 2016 Omnibus Incentive Plan, as amended, equivalent to ~~$95,000~~approximately $118,000 at the time of grant. ~~In 2018,~~The grant date for the ~~RSU awards were made to non-employee directors under~~DRSUs is the ~~Company's 2016 Omnibus Incentive Plan (the "Omnibus Plan") and under~~business day after the ~~terms and conditions applicable to their grants.~~annual stockholders meeting. The ~~directors become vested in their RSUs~~DRSUs vest on the first anniversary of the ~~award date. For~~grant date, and shares of Common Stock underlying DRSUs are delivered to the ~~fiscal year ended 2018,~~directors as soon as practicable thereafter. DRSUs do not confer voting rights but are entitled to dividend-equivalents, which accrue from the grant date and are delivered in cash when the underlying DRSUs are settled.

If a director with DRSUs ceases to be a director before the vesting date other than due to death, disability, or termination for cause, the director will vest and settle in a pro rata number of ~~RSUs granted was determined based on~~ the ~~closing price of~~DRSUs (rounded up to the ~~Company’s Common Stock as traded on~~nearest whole number) unless otherwise approved by the ~~NYSE on April 26, 2018.~~

Board. If a director with DRSUs ceases to be a director due to death or disability, all DRSUs will vest. If a director with DRSUs is terminated for cause, all unvested and unsettled DRSUs will be forfeited, together with the associated dividend-equivalents.

Non-employee directors ~~have the option to~~may 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~~DRSU 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~~DRSUs converted into DSUs ~~(annual~~with respect to the annual stock ~~award) would be~~award are subject to ~~one-year~~the same conditions for vesting and ~~also~~dividend-equivalents as DRSUs. However, DSUs are not settled ~~upon termination of~~until the director terminates service ~~with~~from the Board.

Other compensation

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

directors.

Stock Ownership Guidelines

~~Non-employee director~~ownership guidelines; prohibition on hedging

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

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

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

must hold ~~50 percent~~50% of ~~the net shares gained from the settlement of RSUs. If a~~his or her vested DSUs and DRSUs. A non-employee director who does not meet these guidelines within five years ~~he or she~~ must hold ~~100 percent~~100% of his or her vested DSUs or DRSUs until the ~~net shares gained from the settlement~~guidelines are met.

As of ~~RSUs.~~

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

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

Company’s anti-hedging policy.

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~~2018~~

2023 Director Compensation Table

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~~our 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 —
—
—
—
—
—

2023 (note that Mr. Fortson’s compensation is set forth in the “Summary Compensation Table” and not included below).

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

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

(2)

~~The amounts~~Amounts shown in this column represent the aggregate grant date fair market value of ~~stock units~~DRSUs (for all except Mr. Hoechner, Ms. Narwold, Mr. Slocum, and Mr. Wright) or DSUs (for Mr. Hoechner, Ms. Narwold, Mr. Slocum, and Mr. Wright), who elected DSUs in lieu of DRSUs) granted in ~~2018~~2023 to non-employee directors, computed in accordance with ~~FASB~~Financial Accounting Standards Board (“FASB”) ASC Topic 718. Mr. Hoechner received a prorated grant for three months of service during the 2022-2023 Board term upon his appointment to the Board in February 2023. As of December 31, ~~2018,~~2023, each non-employee director ~~holds 1,224 shares~~(other than Mr. Hoechner) had an aggregate 1,645 unvested RSUs or DSUs in lieu of DRSUs, as applicable, that will vest on April 28, 2024. As of December 31, 2023, Mr. Hoechner had an aggregate 1,971 unvested DSUs in lieu of DRSUs of which 326 vested on February 17, 2024 and the ~~form of unvested stock awards.~~

	remaining 1,645 will vest on April 28, 2024.
(3)	~~Mr. Sansone elected to receive his annual cash retainer~~The amount of perquisites and other personal benefits has been excluded for ~~2018 in~~all non-employee directors as the ~~form~~total value of ~~DSUs rather~~each director’s perquisites and other personal benefits was less than ~~cash, as permitted by the terms of the Non-Employee Director Compensation Plan~~. $10,000.

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~~EXECUTIVE OFFICERS~~

~~Set forth below is information about our executive officers as of March [ ], 2019,~~

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

OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.

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

~~John C. Fortson (age 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 Vice President, Chief Financial Officer and Treasurer in July 2013. Prior to joining AAR Corporation, Mr. Fortson was a Managing Director in the Investment Banking Department of Bank of America Merrill Lynch working in the firm’s New York, London and Chicago offices. Mr. Fortson is a graduate of the United States Military Academy at West Point and has a Master of Business Administration from Duke University’s Fuqua School of Business. Mr. Fortson spent seven years as an infantry officer in the U.S. Army. His last assignment was as a parachute rifle company commander in the 82nd Airborne Division.

~~Katherine P. Burgeson (age 61)~~ ~~Ms. Burgeson serves as Executive Vice President, General Counsel and Secretary of Ingevity. Ms. Burgeson came to Ingevity~~

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

~~Michael P. Smith (age 58)~~ Mr. Smith serves as Executive Vice President and President, Performance Chemicals, Strategy and Business Development. Mr. Smith joined Ingevity in June 2016 after 23 years of service at FMC Corporation. He served as vice president and global business director for FMC’s health and nutrition business after holding multiple positions of increasing responsibility within that business. During his career with the company, Mr. Smith held various roles including marketing manager for FMC Water Treatment Chemicals in Manchester, England; global business manager for FMC Process Additives, also in Manchester; director of business planning for FMC Chemicals;

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~~TABLE OF CONTENTS~~

division general manager for the active oxidants division; division general manager for hydrogen peroxide; general manager for food ingredients for FMC BioPolymer; and division general manager for FMC BioPolymer. Prior to joining FMC, Mr. Smith held several sales and management positions with Hercules Incorporated, a supplier of hydrocarbon and pine-based resins. Mr. Smith holds a Bachelor of Arts degree in chemistry from the University of Virginia and a Master of Business Administration degree from the University of Michigan.

~~S. Edward Woodcock, Jr. (age 53)~~ ~~Mr. Woodcock serves as Executive Vice President and President, Performance Materials. Mr. Woodcock served as vice president of MeadWestvaco’s, and later, WestRock’s Carbon~~

Technologies business from 2010 to 2016 after holding multiple positions of increasing responsibility within that business, most recently global business director, Automotive. During his 30-year career with the Company, Mr. Woodcock has held various roles including business director, Automotive, for the Asia-Pacific region, worldwide marketing manager for the chemical division’s non-U.S. business, area sales manager for Latin America, and technical manager for the Process Technology business. At various stages of his career, he has had direct responsibility for products from each of our businesses. Mr. Woodcock holds a Bachelor of Science degree in chemical engineering from the University of Virginia.

~~PRINCIPAL STOCKHOLDERS~~

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


~~(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.

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

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

RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of February 25, 2019. Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a director or officer can vote or transfer and any security the director or officer has the right to vote

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

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

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

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

Vote required

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

Recommendation of February 25, 2019.the Board

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

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Compensation Discussion and Analysis

This section outlines the Company’s executive compensation programs and practices for our NEOs, who are listed below.

Table of Contents

Executive Summary	40

Business Conditions and Company performance in 2023	40

Fiscal Year 2023 Compensation Highlights	40

Executive compensation philosophy	41

Elements of our compensation program	42

2023 pay mix	43

Say-On-Pay results	43

How We Set Compensation	43

Role of the T&C committee and the CEO	43

Role of the compensation consultant	44

Role of peer group analysis	44

NEO compensation elements	45

Base salary	45

2023 Base Salaries	46

Short-Term Incentive Plan and 2023 awards	46

Long Term Incentive Plan and 2023 awards	48

Payout of 2021 PSU award	51

CEO Pay	52

NEO performance and compensation decisions	53

Other compensation and benefits	55

Offer letters	55

Severance arrangements	55

Retirement Savings Plan	58

Retirement Restoration Plan	58

Nonqualified Deferred Compensation Plan	58

Relocation and other benefits	59

Other compensation policies and practices	59

NEO stock ownership policy	59

Anti-hedging	59

Recoupment policy	60

Equity grant practices	60

Risk analysis	60

Tax and accounting considerations	60

2023 Named Executive Officers



~~Name of Beneficial Owner~~JOHN C. FORTSON	~~Common~~ ~~Stock~~	MARY DEAN HALL	STACY L. COZAD	S. EDWARD	RICHARD A. WHITE
~~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 Proxy Statement

~~INGEVITY - 2019 Proxy Statement - 19~~

~~TABLE OF CONTENTS~~

~~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 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~~	Executive Vice President &		Executive Vice		WOODCOCK		Senior Vice President ~~Performance Chemicals, Strategy and Business Development~~&
~~S. Edward Woodcock~~Executive Officer,		Chief Financial Officer		President,		Executive Vice President &		President, Performance
and Director				General Counsel and		President, Performance		Chemicals
				Secretary		Materials

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Executive Summary

Business Conditions and Company Performance in 2023

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

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

	■	Diversifying our feedstocks and focusing on high-margin, high-growth markets,
	■	Announcing the closure of our DeRidder, Louisiana, manufacturing site in 2024, which predominately serves lower margin, cyclical markets,
~~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.

	■	Transitioning our Crossett, Arkansas, manufacturing site to produce products derived from alternative feedstocks and enable entry into new markets, and
1)	~~Capturing value for stockholders by creating value for~~■	Implementing significant cost savings actions, which helps support the repositioning of our ~~customers~~PC Segment.

~~Drove improved financial performance~~

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

~~Met the operational and investment challenges inherent in the growing~~bioplastics.

Our Performance Materials (“PM”) segment ~~related~~achieved record results as auto production rebounded close to ~~automotive applications while continuing to advocate~~pre-2020 levels, and consumer preference 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~~hybrid electric vehicles increased. To support PM’s growth, we are ~~now doing business in seven new countries~~

~~Launched~~developing new activated carbon ~~extrusion plant~~applications aimed at diversifying our portfolio and expanding into related, large-scale opportunities influenced by significant long-term trends.

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

For additional information on Ingevity’s performance in ~~Changshu, China~~


3)	~~Accelerating innovation~~

~~Launched 20 new products~~2023, see the “Proxy Summary,” above.

Fiscal Year 2023 Compensation Highlights

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

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

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

2023 Long-Term Incentive Plan Compensation: In February 2023, our NEOs were granted annual long-term incentive awards comprised of 60% in Performance ~~Chemicals~~

~~Filed~~Stock Units (“PSUs”) and 40% in Restricted Stock Units (“RSUs”). The T&C Committee removed stock options as a ~~new low-purge patent~~form of award under our LTIP, resulting in ~~Performance Materials~~

~~Made progress in developing~~our LTIP equity mix being less dilutive to stockholders and ~~promoting~~providing a more compelling long-term incentive plan design for executives. PSUs vest after the completion of a three-year performance period, and the number of shares earned, if any, will be based on our ~~adsorbed natural gas (ANG) technology for bi-fuel vehicles~~


4)	~~Driving continuous improvement in execution~~

~~Executed capital plan including several significant projects:~~


◦	~~Continued ramp-up of the Zhuhai, China, facility~~


◦	~~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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~~TABLE OF CONTENTS~~


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~~three-year average adjusted return on invested capital (“Average ROIC”*) and ~~for reconciliation~~cumulative earnings per share (“Cumulative EPS”*) performance relative to pre-established targets. In addition, the program includes a Relative Total Shareholder Return (“rTSR”) modifier, pursuant to which the number of ~~these non-GAAP financial measures~~shares earned based on our Cumulative EPS* and Average ROIC* performance will be: (i) increased by 15% if our rTSR performance is above the 75th percentile relative to the combined S&P 400 Chemicals Index and the S&P 600 Chemicals Index (together, the “S&P 1000 Chemicals Index”), or (ii) decreased by 15% if our rTSR performance is below the 25th percentile relative to the S&P 1000 Chemicals Index. RSUs vest ratably over a three-year period on the first three anniversaries of the grant date.

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

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

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~~For more information regarding~~

the following weighted measures:

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

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

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

Executive compensation philosophy

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

We designed our executive compensation program to attract, motivate, and retain highly talented executives. In setting compensation, the T&C Committee considers both ~~fiscal years 2018~~our peer group and ~~2017, please see “Management’s Discussion~~national survey data (“Comparative Compensation Data”). We also consider other factors, including each executive’s role and ~~Analysis~~level of ~~Financial Condition and Results of Operation - Use of Non-GAAP Financial Measures” on page 48~~responsibility, the importance of the ~~2018 Form 10-K.~~

executive’s contributions toward meeting the Company’s goals and objectives, individual performance and experience, internal pay equity, and the economic and business environment in which the Company operates.

The Company’s executive compensation program is designed to:

SUPPORT OUR BUSINESS STRATEGY	PAY FOR PERFORMANCE	PAY COMPETITIVELY	ALIGN NEOS’ AND STOCKHOLDERS’ INTERESTS	DISCOURAGE EXCESSIVE RISK-TAKING
Our program aligns with our business strategy, which is focused on long-term earnings, revenue growth and sustained growth in stockholder value, by providing our NEOs with long-term incentives tied to growth and value creation.	A large portion of our executive pay is dependent upon the achievement of corporate and business unit goals and individual performance. We pay higher compensation when goals are exceeded and lower compensation when goals are not met.	We use the market median based on our Comparative Compensation Data as the main reference point for target compensation. Compensation targets for individual executives may differ from the market median based on roles and responsibilities, performance, strategic impact, experience, internal pay equity, special hiring situations, retention concerns, succession planning needs and other relevant considerations.	We provide a significant portion of our NEOs’ overall compensation opportunity in the form of equity-based compensation, including performance stock units with multi-year performance goals that align with the long-term interests of our stockholders.	Our program includes balanced short- and long-term, cash and equity, along with fixed and variable elements to discourage excessive risk-taking.

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

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Elements of our compensation program

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

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

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

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2023 pay mix

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

CEO	Other NEOs

~~Role of~~

*	Other NEO chart reflects the ~~Compensation Committee, Executive Officers and Compensation Consultants~~average pay mix for the other four NEOs.

Say-On-Pay results

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

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

How We Set Compensation

Role of the T&C Committee and the CEO

CEO compensation

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

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Compensation for other executives

The T&C Committee, on behalf of the Board, ~~in fulfilling its responsibilities with respect to~~is also responsible for reviewing and approving the compensation of senior executives reporting to the ~~Company’s~~CEO, including the other NEOs. In approving compensation for the other NEOs, the T&C Committee takes into account the assessment of their performance by the CEO and other ~~senior executives,~~key internal stakeholders, addressing such factors as achievement of individual goals and objectives, contribution to Ingevity’s performance and corporate goals, and other considerations as the committee deems appropriate, including Comparative Compensation Data and the ~~NEOs. The~~advice of the Compensation ~~Committee’s role includes oversight and risk management relating~~Consultant. In making his recommendations to the ~~Company’s equity~~T&C Committee, the CEO is also supported by the CHRO.

Role of the compensation and employee benefit plans.

consultant

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

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

~~Pearl Meyer~~

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

The Compensation Consultant does not provide any services to Ingevity other than its consulting services to the ~~Compensation~~T&C Committee related to executive and director compensation. The ~~Compensation~~T&C Committee determined that, in fiscal ~~2018~~2023, the work performed for the ~~Compensation~~T&C Committee by ~~Pearl Meyer~~the Compensation Consultant did not raise any conflict of interest. In making its determination, the ~~Compensation~~T&C Committee considered the independence of ~~Pearl Meyer in light of~~the Compensation Consultant considering SEC rules and regulations and NYSE listing standards.

~~The Committee on behalf~~

Role 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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~~TABLE OF CONTENTS~~

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.

~~Peer Group Analysis~~

analysis

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

	i.	revenue size and profit margins;

	ii.	industry and business characteristics;

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

	iv.	competition for talent; and

	v.	data availability.

The ~~Compensation~~T&C Committee generally targets compensation tocommensurate with 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~~based on our Comparative Compensation ~~Philosophy and Pay Elements”, compensation~~Data. Compensation decisions also take into account other relevant factors, including an executive’s role and responsibilities, performance, the importance of anthe executive’s contributions towards meeting the Company’s goals and ~~objectives; individual performance~~objectives, experience and ~~experience; and~~tenure, internal pay ~~equity.~~equity, special hiring situations, retention concerns, and other relevant factors.

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~~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.

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

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

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

~~Executive Compensation Philosophy and Pay Elements~~

~~Ingevity’s~~

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

When taken as a whole, along with ~~short and long term incentive programs based on achievement~~other elements of ~~key financial metrics and individual performance. We are focused on achieving long-term, sustainable stockholder value.~~

~~We designed~~ our executive compensation program, the pay elements described below are intended to provide a level of compensation sufficient to attract ~~motivate~~ and retain ~~highly-talented~~

~~executives.~~an effective management team, while being generally targeted to the market median based on our Comparative Compensation Data. In ~~setting compensation, the Compensation Committee considers both~~addition, 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 the economic and business environment in which the Company operates.

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~~TABLE OF CONTENTS~~

~~The Company's~~ compensation program is ~~meant to:~~

~~Support our Business Strategy -~~ ~~Ensure 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~~designed to ~~value creation.~~

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

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

~~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") 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 elements that~~ discourage excessive ~~risk taking.~~

~~Compensation Practices and Policies~~

~~What We Do~~

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

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

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

~~We cap incentive compensation to 200 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~~active T&C 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 repricing, backdating or discounting of stock options~~

~~We prohibit hedging, pledging or short sales of Ingevity stock by any director or senior member of management~~

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

~~Pay Elements:~~

oversight.

Base Pay

salary

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

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

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~~Short-term~~

2023 Base Salaries

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

The full-year base salaries for our NEOs in 2023 were as follows:

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

(1)

Mr. White’s 2022 annual base salary was set at $380,000 effective January 1, 2022 and was increased to $460,000 effective November 1, 2022.

Short-Term Incentive Plan (STIP)

and 2023 awards

Ingevity’s ~~short-term~~STIP consists of an annual cash incentive ~~plan ("STIP")~~that is designed to ~~provide both an incentive to achieve, and a~~ reward participants for achieving ~~our~~Ingevity’s annual financial performance ~~targets.~~targets and their individual performance goals.

Target STIP payouts

The incentive award range that each NEO may earn is determined near the beginning of the year and expressed as a percentage of such NEO’s base salary. STIP payouts may never exceed 200% of base salary.

For 2023, the T&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	25.0%	100%	200%
Ms. Hall	17.5%	70%	140%
Ms. Cozad	16.25%	65%	130%
Mr. Woodcock	16.25%	65%	130%
Mr. White	15.0%	60%	120%

*	Linear interpolation is used to determine awards for performance between the threshold, target, and maximum goals.

Performance metrics

The T&C Committee selected the following metrics as the basis for 2023 STIP because the committee believes they are important and effective measures of short-term performance. The T&C Committee continued to emphasize individual accountability with the inclusion of a 20% individual performance component to STIP, which considers an individual’s success in meeting Company and individual short-term goals.

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

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

2023 Financial performance targets are pre-establishedand results

In 2023, the Company moved its engineered polymers business line from the Performance Chemicals segment into its own segment designated as Advanced Polymer Technologies. The performance targets for the Performance Chemicals segment reflect this change. At the time the T&C Committee set the target performance levels for the Company and each ~~year~~business unit, the goals were believed to be challenging but achievable, and the maximum level of performance was believed to be achievable but only with exceptional performance. During 2023, the Performance Chemicals segment was impacted by ~~Compensation Committee determination. If funded, payout runs between 50 percent~~the unprecedented and material regulatory-driven cost increase to ~~200 percent~~CTO, a key raw material for its industrial specialties product line. The dramatic cost increase caused a disproportionately negative impact to Performance Chemicals’ and corporate financial results. The terms of the STIP ~~target incentive potential.~~ permit the T&C 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.

The 2023 STIP ~~will only be funded~~targets and actual performance and payouts are set forth below.

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

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

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

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

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

Individual performance

Performance goals are typically established near the beginning of the year and generally include both leadership objectives and strategic business objectives. Individual NEO performance is evaluated by the T&C Committee by comparing actual performance to the pre-established individual goals, as well as by considering individual accomplishments and other relevant performance criteria.

Against the challenging backdrop of 2023, and based on individual achievements against their goals, the T&C Committee approved STIP funding for ~~any given year if~~ the ~~Company meets these pre-established financial~~individual performance ~~targets. NEO individual~~component of the NEOs STIP awards ~~which are paid in cash, are also adjusted~~ranging from 75% to 150% of target. A description of each NEO’s individual performance achievements with respect to 2023 is set forth below under “NEO Performance and Compensation Decisions.”

2023 STIP Payouts

STIP payouts for ~~performance against individual goals, subject to a 200 percent maximum payout.~~

~~Long-term incentive~~our NEOs were as follows:

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

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

Long-Term Incentive Plan (LTIP)

and 2023 awards

Ingevity’s ~~long-term incentive plan ("LTIP")~~LTIP is designed to recognize the performance of our

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executives who drive the development and execution of our long-term business strategies and goals. ~~LTIP~~These awards are ~~intended~~designed to further align ~~the executive’s interest~~executives’ interests with those of Ingevity’s stockholders, ~~and with Ingevity’s longer-term objectives, to drive~~reward executives for stockholder ~~return,~~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, as amended (the “Omnibus Plan”), which provides for, among other things, “double trigger” vesting of any LTIP awards that qualify as replacement awards in connection with a change of control, as described under the heading “Severance Arrangements.”

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

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

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

The target values of individual NEO awards are expressed as ~~well as equity plan share usage~~a percentage of base compensation and ~~dilution~~are set early each year by the T&C Committee. The number of RSUs and ~~Company expense. 50 percent~~PSUs awarded is based on the closing price of the ~~annual~~Company’s Common Stock on the grant date.

Each NEO’s 2023 total LTIP opportunity prior to application of the rTSR modifier and the breakdown of the LTIP components are shown below.

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

*	PSUs are shown at target but may pay out from 0-230% based on performance and positive application of the rTSR modifier (as further described below) is the only circumstance under which PSUs may pay out in excess of 200%. See “Performance-Based Restricted Stock Units” for more information.

Performance-based Restricted Stock Units

The following performance metrics apply with respect to the PSU awards granted in 2023:

70% - Adjusted three-year cumulative earnings per share (“Cumulative EPS”*); and
30% - Average adjusted return on invested capital (“Average ROIC”*).

Actual PSUs earned are subject to the rTSR modifier based on the percentile ranking of our TSR over the three-year performance period relative to that of the companies comprising the S&P 1000 Chemicals Index. The rTSR modifier increases the PSU payout by 15% if we achieve a greater than 75^th percentile rTSR as compared with the S&P 1000 Chemicals Index, and decreases the PSU payout by 15% if we are below the 25^th percentile as compared with the S&P 1000 Chemicals Index. The rTSR modifier is not interpolated for performance between the 25^th and 75^th percentiles. The rTSR modifier is intended to emphasize the importance of maximizing stockholder returns while moderating payouts when financial metrics are achieved but the Company underperforms the market.

The T&C Committee, in consultation with the Compensation Consultant, believes that the performance metrics of Cumulative EPS and Average ROIC*, together with the rTSR modifier, closely align executives’ interests with those of our stockholders and incentivizes long-term value creation.

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

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The T&C Committee established threshold, target, and maximum performance targets for the three-year performance period from January 1, 2023, through December 31, 2025, with respect to each metric. At the time the performance levels were set, the target level of performance was believed to be challenging but achievable, and the maximum level was believed to be achievable, but only with exceptional performance. The 2023 PSU awards will vest (or not) after the T&C Committee certifies Ingevity’s performance at the end of the performance period.

There is no payout for performance below threshold. Payout at threshold is at 25% of PSUs granted, at target is 100% of PSUs granted, and at maximum is 200% of PSUs granted. Linear interpolation is used to determine award payouts between these pre-determined points. Payout of PSUs based on performance against the metrics for the performance period is then subject to the rTSR modifier described above. The application of the rTSR modifier could result in payment below 25% of PSUs granted at threshold performance or up to 230% of PSUs granted at maximum performance.

PSU metric adjustments

Under the Omnibus Plan, the T&C Committee may adjust results for 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 (such as mergers, acquisitions, and dispositions; entry into joint ventures; significant restructurings; or changes in accounting rules or tax codes) if they had not been factored in when performance targets were established. Any such adjustments are made to ensure that executives are neither unduly rewarded nor penalized for successfully implementing Board-approved strategic initiatives, or as a result of external events that were unforeseen or outside their control.

2023 PC Transformation Award

In April 2023, Mr. White was granted, along with 34 other members of the PC team, a performance-based equity award (the “PC Transformation Award”) to reward and align the awardees to the strategic transformation of our PC segment. The volatility of CTO pricing has impacted Ingevity’s business significantly. Rapid transition to a broader based oleochemical product line model is essential for the long-term growth of the PC segment. This will require a unique and significant end-to-end transformational realization in a short time-frame by key members of the PC team. To appropriately incentivize and reward this critical segment transformation, the T&C Committee granted a performance-based equity award opportunity that is intended to attract and retain key business, technical, and operational employees and incentivize them to effect the required transformation and drive behaviors aligned with meeting the extraordinary challenge.

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

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

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

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

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

The PC Transformation Award grant to Mr. White, which is detailed above, is included in the “Summary Compensation Table” and the ~~other fifty percent is allocated equally to service-based restricted stock units ("RSUs"~~“Grant of Plan-Based Awards in 2023” table.

Payout of 2021 PSU award

The PSU awards granted in 2021 (“2021 PSU Awards”) had Average ROIC* and ~~non-qualified stock options.~~

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

The T&C Committee approved payment to the NEOs of the 2021 PSU Awards, based upon the achievement of Average ROIC* and Cumulative EPS* performance goals at or around the threshold level for Cumulative EPS* and at or around the target level for Average ROIC*. As a result, these 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 percentwere paid at 67% of the target ~~number~~amount.

Actual performance, as certified by the T&C Committee is reflected below:

Metric	Threshold	Target	Maximum	Actual Performance	Payout
Cumulative EPS* 50%	$15.05	$16.73	$18.06	$15.11	67%
Average ROIC* 50%	9.4%	12.4%	13.1%	12.5%

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

The payment calculation for the 2021 PSU Awards that settled in February 2024 is shown below:

NEO	Target PSUs	Percentage Payable	PSUs Payable*
Mr. Fortson	17,811	67%	11,934
Ms. Hall	2,324	67%	1,558
Ms. Cozad	3,973	67%	2,662
Mr. Woodcock	3,824	67%	2,563
Mr. White	1,260	67%	845

*	The Company does not issue fractional shares. Any fractional amount of PSUs are paid out to the next whole share.

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CEO Pay

The T&C Committee generally targets executive compensation commensurate with the market median based on our Comparative Compensation Data. For this reason, Mr. Fortson’s base salary was raised 6% and his LTIP target increased from 300% to 400% of ~~PSUs.~~his base salary in 2023. The T&C Committee set Mr. Fortson’s compensation using the pay elements described below to strike a balance between providing competitive compensation to Mr. Fortson and aligning his pay with stockholder interests and the stockholder experience.

Target vs. Realized Pay

Mr. Fortson’s total compensation package for 2023 includes a mix of long- and short-term variable pay elements that put 84% of his compensation at risk. These pay elements create a compensation structure that ensures a high correlation between ultimate payouts and individual and business performance. In 2023, approximately 68% of Mr. Fortson’s realized pay was delivered in the form of long-term incentives, which strongly aligns his compensation to stockholder interests.

Realized Pay

A significant portion of Mr. Fortson’s target direct compensation is comprised of potential pay that could be realized in future years, depending on our performance against pre-established metrics. Due to this variable element, the T&C Committee finds it instructive to review Mr. Fortson’s realized pay against his target compensation to ensure that pay is appropriately aligned with performance and stockholder value creation. Realized pay is comprised of actual pay earned, including base salary and STIP payouts, plus the value of stock awards that vested, and options that were exercised, during the period.

2023 Realized Pay vs. Target

The chart below shows that Mr. Fortson’s realized pay in 2023 was approximately 60 percent of his target direct compensation, which illustrates how the “at-risk” nature of a substantial portion of his compensation strongly aligns with Company performance.

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NEO performance and compensation decisions

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

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

Age: 56

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

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

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

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

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

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

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

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

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

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

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

Mary Dean HALL, Executive Vice President & Chief Financial Officer

Age: 67

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

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

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

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

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

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

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

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

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

Age: 53

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

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

■ Matured the Company’s ethics and compliance program

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

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

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

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

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

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

Age: 58

■ Delivered record financial results despite significant market volatility

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

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

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

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

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

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

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

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

Age: 61

■ Drove record financial performance for Road Technologies business

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

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

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

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

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

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

Other compensation and benefits

Offer letters

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

Severance arrangements

Severance and change of control agreements

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

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

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~~From time~~

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

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

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

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

■ Base salary through date of termination;

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

■ Accrued unpaid vacation pay;

■ Severance payment of the following:

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

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

■ Health benefits – cost of health coverage for:

– Mr. Fortson: Two years;

– All other NEOs: One year;

■ Outplacement services; and

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

■ Base salary through date of termination;

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

■ Accrued unpaid vacation pay;

■ Severance payment of the following:

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

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

■ Health benefits – cost of health coverage for:

– Mr. Fortson: Three years;

– All other NEOs: Two years;

■ Outplacement services; and

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

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

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

Equity awards – Omnibus Plan

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

INGEVITY | 2024 Proxy Statement

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

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

Relevant definitions:

■

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

INGEVITY | 2024 Proxy Statement

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

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

Retirement Savings Plan

The Company maintains the Ingevity Corporation Retirement Savings Plan, adopted as of January 1, 2016 (as amended, the “RSP”). The RSP allows participants to make pay contributions on a pre-tax, Roth, and after-tax basis. The RSP provides for ~~example~~a Company match of up to ~~recognize extraordinary performance and/or to enhance retention.~~

~~Executives generally participate in~~6% and an additional 3% automatic non-contributory Company contribution. Contributions and Company matches are 100% vested immediately, while any automatic non-contributory Company contribution is 100% vested after the ~~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~~first 3 years 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, theemployment.

Retirement Restoration Plan

The Company maintains a Retirement Restoration Plan that mirrors benefits provided under the WestRock Pension Plan, a qualified defined benefit plan sponsored and maintained by our former parent company, WestRock ~~(the “WestRock Pension Plan”).~~

Company. 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~~separation. Benefit amounts under the plan ~~was~~were frozen at the time of the ~~Separation,~~separation. No additional employees may become participants under the plan and ~~none~~no current participants are accruing any additional benefits (other than what was in place and frozen at the time of ~~our NEOs currently accrue~~separation). Mr. Woodcock is the only NEO with a benefit under ~~this~~the plan. ~~Our~~

Nonqualified Deferred Compensation Plan

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

INGEVITY | 2024 Proxy Statement

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Relocation and other benefits

We provide relocation assistance to employees, including our NEOs. Relocation benefits in the amount of $677.00, including a tax-gross up of $177.00, were paid to Ms. Hall related to her move to permanent housing during 2023 as reflected in “All Other Compensation” in the “Summary Compensation Table.” These expenses were paid pursuant to the Company’s broad-based relocation policy that covers all Company salaried employees and includes a gross-up feature. Ms. Hall was granted an extension to secure permanent housing. Certain reimbursable expenses related to the closing of her home purchase in late 2023 are ~~intended~~expected to be ~~competitive with market practice.~~

~~Our perquisites program is~~reimbursed to Ms. Hall during 2024. No other relocation benefits were provided to a NEO during 2023. We also provide limited ~~and designed~~other benefits to our executives, including our NEOs, to promote ~~the~~their security and ~~wellbeing of our executives~~well-being, thereby allowing them to focus on Company business. ~~Our perquisites~~Other benefits paid to NEOs in 2023 include financial counseling and executive physicals. The value of the ~~financial counseling~~benefits is credited to the ~~NEO~~NEOs as imputed income. ~~There is no~~Other than with respect to relocation benefits, the Company does not provide any 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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~~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.~~ gross-ups.

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 for the year as determined by the Compensation Committee. No payout occurs if Ingevity’s actual performance is below a threshold performance level. At threshold, payout is 50 percent 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 establishedparticipate 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 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 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 B for more details on Company STIP-Adjusted EBITDA and 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~~benefit plans or arrangements that generally are made available to all U.S.-based salaried employees, including vacation benefits, medical 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,~~dental benefits, 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~~life, accidental death 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~~disability insurance.

Other compensation policies 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 executivepractices

NEO 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.~~

~~Payment calculation for 2016 PSU Awards settled in February 2019 is described 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 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 appropriate under the circumstances to both recognize 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.

~~Other Compensation Practices and Policies~~

~~Executive Stock Ownership Policy~~

policy

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

Position	Required Base Salary Multiple
CEO	5x
~~Position~~Executive Vice Presidents	~~Required Salary Multiple~~3x
~~CEO~~Senior Vice Presidents	5x
~~Other NEOs~~	3x2x

In determining compliance with these guidelines, stock ownership includes ~~shares~~fully-vested Common Stock 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. If the required level of ownership is not achieved within the first five years, the holding requirement increases from 50% to 100% of net shares of Common Stock received under LTIP awards until the ownership levels are met.

As of ~~February 20, 2019,~~December 31, 2023, Messrs. ~~Wilson and~~ Fortson and ~~Ms. Burgeson have met their respective ownership guidelines~~White, and ~~the other NEOs~~Mses. Hall and Cozad are on track to achieve their target ownership levels in a timely manner.

~~INGEVITY - 2019 Proxy Statement -~~ Mr. Woodcock had previously met the required ownership level on a timely basis, however, due to a decrease in stock price year-over-year, he was below the required ownership level as of December 31,

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~~Anti-Hedging/Anti-Pledging~~

2023. As permitted by the stock ownership guidelines, the T&C Committee determined that the year-over-year decrease in the Company’s stock price did not cause Mr. Woodcock to violate the guidelines. We expect that Mr. Woodcock will once again meet the target ownership level by the next compliance review date.

Anti-hedging

Ingevity’s insider trading policy prohibits members of our Board, ~~executive~~ officers, and other employees from ~~entering into any hedging~~trading in options, warrants, puts and calls, or ~~monetization transactions relating to our~~similar instruments involving Company securities or ~~otherwise trading~~selling Company securities “short.” The policy also prohibits holding Company securities in ~~any instrument~~

margin accounts.

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

Recoupment Policy

policy

We maintain a compensation recoupment ~~(or "claw back"~~policy (“Clawback Policy”) ~~policy~~ covering our ~~NEOs. In~~NEOs, which was amended in 2023 to comply with recent SEC and NYSE rules. Under our current Clawback Policy, in the event of a ~~material~~ restatement of the Company’s financial statements filed with the SEC ~~the Company’s Board will review the facts and circumstances that led~~due to ~~the~~its material noncompliance with any financial reporting requirement ~~for the restatement. In that review,~~under securities laws, the Board will ~~consider whether~~require reimbursement or forfeiture of any ~~covered current or former executive received~~ Incentive Compensation (as defined therein) that was received by any current or former Covered Officers (as defined in the ~~policy)~~policy and required by the SEC and NYSE) during the three-year period preceding the restatement to the extent that such Incentive Compensation was awarded or paid based in whole or in part on the apparent achievement of financial results that were determined by reference to the originally filed financial information, but which financial results were not achieved ~~under~~based on the Company’s restated results. This requirement applies regardless of fault or misconduct on the part of a Covered Officer.

Equity grant practices

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~~T&C Committee has adopted ~~equity grant practices that set forth~~ guidelines for the granting of ~~equity based~~equity-based compensation, including, among other ~~approval of~~things, a requirement that annual awards be approved by the ~~Compensation~~T&C Committee at a regularly scheduled

first quarter committee meeting, noand a prohibition on back-dating of ~~awards, and providing limited discretion to~~awards.

Risk analysis

At least annually, 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~~T&C 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

~~INGEVITY - 2019 Proxy Statement - 32~~

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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.~~

~~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~~

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.

~~Risk Analysis~~

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

The most recent assessment occurred in April 2023.

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

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

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

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

■ the balance of short-term and long-term objectives of our incentive compensation; ~~(iv)~~

■ the performance metrics,

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

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

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

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

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

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

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~~TABLE OF CONTENTS~~

Tax and Accounting Considerations

accounting considerations

The ~~Compensation~~T&C 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~~generally disallows tax deductions tofor compensation paid by public companies to certain executive officers for compensation over $1 million ~~paid for~~in any ~~fiscal year to~~year. Nonetheless, 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 CompensationT&C Committee believes that stockholder interests are best served if the ~~Compensation~~T&C Committee’s discretion and flexibility in awarding compensation isare not restricted, even though some compensation awards may result in non-deductible compensation expenses. Thus, ~~considering~~ the ~~repeal of~~T&C Committee reserves the ~~performance-based compensation exception to 162(m) and the expansion of the group of covered employees, our Compensation Committee expects~~ability to approve compensation that is not deductible for income tax ~~purposes. However,~~purposes, when the T&C Committee determines that such compensation is appropriate.

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Talent and Compensation Committee Report

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

~~INGEVITY - 2019~~this Proxy Statement ~~- 34~~and incorporated by reference into our Annual Report on Form 10-K for fiscal 2023.

THE TALENT AND COMPENSATION COMMITTEE

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

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~~TABLE OF CONTENTS~~

~~COMPENSATION OF EXECUTIVE OFFICERS~~

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 2018, whom we refer to in this proxy statement as~~ NEOs 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

2023.

Name and Principal Position	Year	Salary⁽¹⁾ ($)	Bonus ($)	Stock Awards⁽²⁾ ($)	Option Awards⁽³⁾ ($)	Non-Equity Incentive Comp.⁽⁴⁾ ($)	Change in Pension Value and Nonqualified Deferred Comp. Earnings ($)⁽⁵⁾	All Other Comp.⁽⁶⁾ ($)	Total ($)
John C. Fortson	2023	995,000		4,000,032		169,150		126,880	5,291,062
President & Chief Executive Officer	2022	930,233		2,115,062	705,003	1,525,580		118,592	5,394,470
President & Chief Executive Officer	2021	825,000		1,856,297	618,757	1.414,050		108,184	4,822,288
Mary Dean Hall	2023	510,000		1,020,029		71,400		77,366	1,678,795
EVP, Chief Financial Officer & Treasurer	2022	509,151		612,023	204,015	584,500		46,406	1,956,096
EVP, Chief Financial Officer & Treasurer	2021	352,273		1,548,099	85,067	599,900		75,471	2,660,809
Stacy L. Cozad	2023	470,000		775,569		61,100		84,649	1,391,318
EVP, General Counsel & Secretary	2022	469,151		608,339	152,754	500,110		81,125	1,811,478
EVP, General Counsel & Secretary	2021	421,667	350,000	914,112	138,007	498,690		123,089	2,445,565
S. Edward Woodcock	2023	471,667		712,658		257,780	26,704	94,358	1,563,167
EVP & President, Performance Materials	2022	434,151		424,254	141,402	445,870		80,959	1,526,636
EVP & President, Performance Materials	2021	425,000		898,585	132,815	250,160		156,413	1,862,973
Richard A. White	2023	460,000		1,690,160		41,400		74,165	2,265,725
SVP & President, Performance Chemicals	2022	392,945		285,065	95,021	389,020		72,915	1,234,966


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

DCP.

(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~~2023 values represent the aggregate grant date fair value of the ~~service-based~~2023 RSU and ~~performance-based restricted stock unit~~PSU awards ~~made in 2018 as~~ computed in accordance with FASB ASC Topic 718. The assumptions used in determining the grant date fair value of the ~~stock awards~~RSUs and PSUs are set forth in Note 11 to our audited consolidated financial statements for the year ended December 31, 2023, included in ~~our~~the Company’s Annual Report on Form 10-K ~~for~~filed with the ~~fiscal year ended December 31, 2018.~~SEC on February 22, 2024. For ~~grants of restricted stock units,~~RSUs (including special awards), the grant date fair value per share is equal to the closing price of Ingevity’s Common Stock on the NYSE on the ~~date of grant. Mr. Smith’s value includes a special RSU~~ grant approved by the 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 ofdate. For PSUs, the grant date fair value is reported assuming the target level of performance is achieved. ~~The value~~For Mr. White, amounts include a special award of ~~the 2018 PSU awards if~~PSUs that is more fully described under “Compensation Discussion & Analysis - Other compensation and benefits.” If the maximum level of performance was achieved with respect to the PSUs, the grant date fair value would be: Mr. ~~Wilson $2,475,026; Mr.~~ Fortson ~~$883,788; Mr. Smith $440,021;~~- $4,800,038; Ms. Hall - $1,224,035; Ms. Cozad – $930,616; Mr. Woodcock ~~$330,053;~~- $855,156; and ~~Ms. Burgeson $390,131.~~Mr. White - $1,828,118.

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(3)

No options were awarded in 2023

(4)

~~These 2018~~2023 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.~~STIP. See “Compensation Discussion and Analysis ~~— 2018 STIP”~~– Short-Term Incentive Plan and 2023 Awards” for additional information regarding the plan design, ~~2018~~2023 actual performance, and payouts authorized under the ~~plan.~~

STIP.

~~(6)~~(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 - ~~2018 at page 38.~~2023 below. The ~~amounts~~amount in this column ~~represent~~represents the actuarial increase in the present value of ~~the two participating NEOs’~~Mr. Woodcock’s benefits under this non-qualified Retirement Restoration Plan maintained by the Company during the 12-months ended December 31, ~~2018.~~2023. The present value of accumulated benefits is based on benefits payable at age 65 using a discount rate of ~~4.15~~3.10 percent and mortality based on the ~~RP-2014~~’‘Pri-2012 Private Retirement Plans White Collar Mortality ~~Table adjusted back to 2006 using Scale MP-2014 and projected with Scale MP-2016.~~Table. While ~~these amounts appear~~this amount appears as a lump sum, the normal form of payment is an annuity. These amounts are ~~“pension~~’‘pension accounting ~~values”~~values’’ and were not realized by ~~these NEOs~~Mr. Woodcock during ~~2018.~~2023. 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.

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~~TABLE OF CONTENTS~~


~~(7)~~(6)	Amounts shown in ~~this~~the “All Other Compensation” column for ~~2018~~2023 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.~~

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

	(a)	Company provided financial planning including service fees and travel expenses.
~~(b)~~	(b)	Annual matching and non-contributory contributions by the Company to ~~qualified 401(k) Savings Plan.~~

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

	the DCP.
~~(d)~~	(d)	Annual long-term disability premium paid by the Company.
	(e)	Includes tax gross-up of $177

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Grants of Plan-Based Awards in 2018

2023

The following table reports plan-based awards granted to the NEOs during fiscal ~~2018.~~2023. The material terms of our short- and long-term incentive compensation awards are described in “Compensation Discussion and Analysis — ~~Executive~~ Compensation ~~Philosophy and~~Design; 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

Elements.”

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

John C. Fortson
STIP			248,726	995,000	1,989,808
PSUs	02/16/2023	02/28/2023				7,268	29,070	58,140				2,400,019
RSUs	02/16/2023	02/28/2023							19,380			1,600,013
Options
Mary Dean Hall
STIP			89,250	357,000	714,000
PSUs	02/16/2023	02/28/2023				1,853	7,413	14,826				612,017
RSUs	02/16/2023	02/28/2023							4,942			408,012
Options
Stacy L. Cozad
STIP			76,375	305,500	611,000
PSUs	02/16/2023	02/28/2023				1,409	5,636	11,272				465,308
RSUs	02/16/2023	02/28/2023							3,758			310,260
Options
S. Edward Woodcock
STIP			76,635	306,584	613,084
PSUs	02/16/2023	02/28/2023				1,295	5,179	10,358				427,578
RSUs	02/16/2023	02/28/2023							3,453			285,080
Options
Richard A. White
STIP			69,000	276,000	552,000
PSUs	02/16/2023	02/28/2023				1,254	5,015	10,030				414,038
RSUs	02/16/2023	02/28/2023							3,344			276,081
Options
PC Transformation Award PSUs
	04/07/2023	05/01/23				11,175	13,969	13,969				1,000,041

(1)

~~(1)~~

~~These columns~~Columns reflect threshold, target, and maximum amounts potentially payable under the ~~Short-Term Incentive Plan~~STIP if certain performance criteria are satisfied during the ~~2018~~2023 fiscal year, subject to continued employment with the Company. See “Compensation Discussion and ~~Analysis”~~Analysis – Short-Term Incentive Plan and 2023 Awards” for additional detail regarding the performance targets and amounts that ~~may be earned.~~

were actually earned for 2023 performance.

(2)

~~These columns~~Columns reflect ~~the~~ threshold, target, and maximum number of shares that may be earned ~~pursuant to~~for 2023 PSUs awarded under the ~~Long-Term Incentive Plan~~LTIP if certain performance goals are satisfied as of December 31, ~~2018,~~2024, subject to continued employment with the Company. See ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis – Long-Term Incentive Plan and 2023 Awards” regarding the performance targets and amounts that may be earned.

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The PC Transformation Award PSUs columns reflect threshold, target, and maximum number of shares that may be earned by Mr. White if certain performance goals are satisfied as of June 30, 2025, or sooner if the T&C Committee certifies achievement of the performance metrics after the first anniversary of the grant date. The PC Transformation Award PSUs are further described in “Compensation Discussion & Analysis - Other compensation and benefits.”

(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. Smith received a special RSU award, as described on page 31, that is subject to three-year cliff vesting.

	grant date.
(4)	~~All~~No options ~~granted~~were awarded in ~~2018 vest in full on February 28, 2021, subject to continued employment with the Company.~~

	2023
(5)	~~This represents~~Represents the ~~closing price of the Common Stock of the Company on the~~grant date ~~of grant issuance.~~


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

INGEVITY | 2024 Proxy Statement

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Outstanding Equity Awards at 20182023 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

2023. Market and payout values are based on $47.22, the closing price of the Company’s Common Stock on December 29, 2023, the last business day of 2023.

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

INGEVITY | 2024 Proxy Statement

~~(1)~~

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~~All options~~

		Option Awards⁽¹⁾					Stock Awards
Name (a)	Grant Date	Number of Securities Underlying Unexercised Options Exercisable⁽¹⁾ (#) (b)	Number of Securities Underlying Unexercised Options Unexercisable (#) (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock that Have Not Vested⁽²⁾ (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested⁽³⁾ (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights that Have Not Vested ($) (j)
S. Edward Woodcock
	02/27/2017	2,897			53.11	02/27/2027
	02/28/2018	3,235			74.91	02/28/2028
	02/28/2019	2,556			115.22	02/28/2029
	02/28/2020	8,369			45.04	02/28/2030
	02/26/2021						7,197	339,842
	02/26/2021	2,763	1,381		69.48	02/26/2031	637	30,079	3,824	180,569
	02/28/2022	1,690	3,380		68.23	02/28/2032	1,382	65,258	4,145	195,727
	02/28/2023						3,453	163,051	5,179	244,552

Richard A. White
	02/28/2020	819			45.04	02/28/2030
	02/26/2021	911	455		69.48	02/28/2031	210	9,916	1,260	59,497
	07/01/2021						609	28,757
	02/28/2022	1,136	2,271		68.23	02/28/2032	928	43,820	2,785	131,508
	02/28/2023						3,344	157,904	5,015	236,808
	05/01/2023								13,969	659,616

(1)

Options granted since 2019 vest ratably in ~~2016 will vest~~one-third increments over a three-year period from the grant date. Options granted prior to 2019 vested in full on ~~February 27, 2019, those granted in 2017 will vest in full on February 27, 2020 and those granted in 2018 will vest in full on February 28, 2021.~~

	the third anniversary of the grant date.
(2)	The RSU awards reported in column ~~(h)~~(g) generally vest ratably ~~generally~~ in one-third increments over a three-year period tied to the ~~date~~grant date. However, the following RSU awards have alternative vesting schedules: (i) Ms. Hall received a sign-on award of 17,660 RSUs of which 50% vested 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~~April 19, 2022, 25% vested on April 19, 2023, and ~~Fortson under their Letter Agreements, the RSUs~~25% will 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~~April 19, 2024; (ii) Ms.Cozad received a special RSU award that will vest in ~~2018, as described~~full on ~~page 31,~~February 28, 2025; (iii) Mr. Woodcock received a special RSU award that ~~is subject to three-year cliff vesting.~~ vests in full on February 26, 2024; and (iv) Mr. White received a special RSU award that vests in full on July 1, 2024.
(3)	Column ~~(h) also~~(i) includes PSU awards granted on ~~May 27, 2016,~~February 28, 2022, which ~~vested at the maximum level (200 percent of target),~~will vest as determined by the ~~Compensation~~T&C Committee based on the Company’s attainment of pre-established financial metrics relating to ~~return on invested capital~~Average ROIC and ~~cumulative earnings per share~~Cumulative EPS for the performance period beginning January 1, ~~2016~~2022 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~~2024, and PSU awards granted on February ~~27, 2017,~~28, 2023, which will vest as determined by the ~~Compensation~~T&C Committee based on the Company’s attainment of pre-established financial metrics relating to ~~return on invested capital~~Average ROIC and ~~cumulative earnings per share~~Cumulative EPS for the performance period beginning January 1, ~~2017~~2023 through December 31, ~~2019, and~~2025. With respect to Mr. White, column (i) also includes a special PSU ~~awards~~award granted on ~~February 28, 2018,~~May 1, 2023, which will vest as determined by the ~~Compensation~~T&C Committee based on the Company’s attainment of pre-established ~~financial~~ metrics relating to ~~return on invested capital~~AFA Product Volume and ~~cumulative earnings per share~~AFA EBITDA Margin for the performance period beginning ~~January~~May 1, ~~2018~~2023 through ~~December 31, 2020.~~ June 30, 2025.
	The number of PSU shares for the awards granted in 2021, 2022, and 2023 shown ~~in column (j) is reported~~ at ~~the maximum level (200 percent of target),~~target based on interim performance through the end of fiscal ~~2018.~~2023. Cumulative EPS, Average ROIC, and AFA EBITDA Margin are all non-GAAP financial measures. Please see Appendix A for definitions and reconciliations of these non-GAAP financial measures, as applicable.

INGEVITY \| 2024 Proxy Statement
~~(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.~~66

~~INGEVITY - 2019 Proxy Statement - 37~~

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~~TABLE OF CONTENTS~~

Option Exercises and Stock Vested duringDuring Fiscal 2018

2023

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

2023.

Option Awards

Stock Awards

Name

Award

Grant Date

Exercise or
Vest Date,
As Applicable

Number of
Shares
Acquired on
Exercise
(#)

Value Realized
Upon Exercise⁽¹⁾
($)

Number of
Shares
Acquired
on
Vesting⁽²⁾
(#)

Value
Realized
Upon
Vesting⁽³⁾
($)

John C. Fortson

PSU

02/28/2020

02/16/2023

8,835

792,234

PSU

09/01/2020

02/16/2023

10,430

935,258

RSU

02/28/2020

02/28/2023

1,732

142,994

RSU

02/26/2021

02/26/2023

2,968

260,620

RSU

02/28/2022

02/28/2023

3,445

284,419

Mary Dean Hall

RSU

04/19/2021

04/19/2023

4,415

317,218

RSU

04/19/2021

04/19/2023

387

27,806

RSU

02/28/2022

02/28/2023

997

82,312

Stacy L. Cozad

RSU

02/01/2021

02/01/2023

2,418

200,380

RSU

02/26/2021

02/26/2023

662

58,130

RSU

02/28/2022

02/28/2023

747

61,672

S. Edward Woodcock

PSU

02/28/2020

02/16/2023

5,014

449,605

RSU

02/28/2020

02/28/2023

983

81,156

RSU

02/26/2021

02/26/2023

637

55,935

RSU

02/28/2022

02/28/2023

691

57,049

Richard A. White

PSU

02/28/2020

02/16/2023

1,473

132,084

RSU

02/28/2020

02/28/2023

289

23,860

RSU

02/26/2021

02/26/2023

210

18,440

RSU

02/28/2022

02/28/2023

465

38,390

(1)

~~(1)~~

~~Shares acquired for Mrs. Burgeson relate to stock option awards granted by WestRock that vested prior to Separation.~~ The value realized ~~upon~~on exercise ~~column~~of an Option equals the number of shares for ~~Mrs. Burgeson represents~~which the ~~difference between~~Option was exercised multiplied by the excess of the closing market price of our Common Stock on the exercise date over the exercise price ~~and the stock price on the date of settlement.~~

	per share.
(2)	~~These amounts~~Amounts reflect the number of shares relating to RSUs that vested on the applicable vesting date prior to withholding of any shares to satisfy taxes for each of the NEOs affected. ~~The amounts for Messrs. Wilson, Fortson, Woodcock, and Smith as well as Ms. Burgeson relate to 2016 and 2017 RSU~~
(3)	Column represents the value of the awards ~~granted by the Company. The values realized upon vesting column for all NEOs represent~~using the closing price of Common Stock on the date of ~~settlement.~~settlement (or vesting, as applicable). For the awards vesting on February 26, 2023, the closing price of Common Stock on February 27, 2023 was used for valuation.

INGEVITY | 2024 Proxy Statement

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Pension Benefits Table - 2018

– 2023

The following table provides information with respect to the Company’s non-qualified defined benefit plan (which we refer to as the “Retirement Restoration Plan”). The Retirement Restoration Plan provides benefits to only 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~~Employee Matters Agreement between the Company and WestRock to pay certain assumed historic liabilities transferred as a result of the ~~separation.~~

separation of WestRock and the Company.

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

Name		Plan Name		Number of Years Credited Service (#)		Present Value of Accumulated Benefit⁽¹⁾ ($)		Payments During Last Fiscal Year ($)
S. Edward Woodcock		Retirement Restoration Plan		27.83		341,670		–

(1)

The accumulated benefits included in this column were computed through December 31, 2023, using the assumptions stated in Note 14 to the Company’s audited consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2024.

Understanding our Pension Benefits Table

The WestRock Pension Plan (now frozen) provides an unreduced benefit payable at age 65 (or 62, if the employee has 20 years of service). The retirement benefit payable is equal to ~~1.6 percent~~1.6% of final average earnings (or pay) times years of benefit service (up to a maximum of 40 years), minus an employee’s primary social security benefit multiplied by ~~1.25~~

~~percent~~1.25% times years of benefit service (up to a maximum of 40 years of service). The formula is illustrated below:

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

Less

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

The Retirement Restoration Plan mirrors benefits provided under the WestRock Pension Plan following the same formula but recognizing compensation in excess of ~~the Internal Revenue~~ Code ~~limit, which was $275,000 for 2018. Mr.Woodcock and Ms. Burgeson,~~limits. Mr. Woodcock, while ~~participants~~a participant in this plan, no longer ~~accrue~~accrues any benefit under this plan. Benefits are payable in annuity form only, and a lump sum is not available.

~~INGEVITY - 2019 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 20182023 Fiscal Year End

The Company maintains a non-qualified deferred compensation plan that permits executives to defer up to ~~80 percent~~80% of their base salary and ~~100 percent~~80% of their short-term incentive compensation. The plan also operates as an excess benefit plan enabling employees to defer salary, Company matching, ~~transition~~ and other non-contributing contributions in excess of ~~Internal Revenue~~ Code limits that apply to the ~~Company’s qualified 401(k) Savings Plan. Amounts contributed may be allocated towards notional accounts into~~RSP. The DCP provides for a Company match of up to ~~16 investment funds as directed by the executive.~~

6% and an additional 3% automatic non-contributory Company contribution.

There is no guaranteed investment return with respect to any of these funds. The funds mirror those options available to all employees who participate in the Company’s broad-based qualified ~~401(k) Savings Plan~~RSP including two additional funds. ~~In 2018, the~~The Company adopted the use of a Rabbi Trust, which is funded through the purchase of ~~Company Owned Life Insurance.~~Company-owned life insurance.

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The table below includes information on each of our NEO’s non-qualified deferred compensation plan accounts for ~~2018.~~

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

2023.

	Executive Contributions in Last Fiscal Year⁽¹⁾ ($)	Registrant Contributions in Last Fiscal Year⁽²⁾ ($)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year-End⁽³⁾ ($)
John C. Fortson	50,300	75,450	156,493		1,163,632
Mary Dean Hall	322,327	40,994	103,610		480,592
Stacy L. Cozad	47,000	35,250	23,086		169,472
S. Edward Woodcock	140,900	43,936	316,622		2,131,384
Richard A. White	38,410	24,104	9,810		260,163

(1)

~~(1)~~

~~After~~Amounts for each NEO reaches the designated maximum contribution or contribution limit under the Company’s 401(k) Savings Plan, he or she may continue to defer compensation under 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 representrepresents contributions made by ~~each of our NEOs~~such NEO during ~~2018~~2023 and ~~are included~~is reported as ~~salary and non-equity incentive~~2023 compensation ~~as reported~~under “Salary” in the Summary Compensation Table.

(2)

~~These amounts~~Amounts represent Company contributions ~~by the Company~~during 2023 that exceeded the qualified plan contribution and compensation limits applicable to matching, ~~non-elective,~~nonelective, and transition contributions that would otherwise have been made to the ~~Company’s qualified 401(k) Savings Plan,~~RSP, but for the limits applicable to ~~such plan.~~the RSP. These amounts are reported as ~~2018 compensation~~“All Other Compensation” in the Summary Compensation Table.

(3)

~~The amounts in this column are calculated by adding~~Represents the ~~amounts set forth in~~balance of each ofparticipating NEO’s account under the ~~first four columns of this table for each NEO to the applicable NEO’s aggregate balance~~DCP as of ~~the end of fiscal 2017.~~December 31, 2023. For each NEO, the portion of the aggregate balance at ~~2018~~2023 fiscal year end that was reported in the Summary Compensation Table for a prior fiscal ~~year are~~years is as ~~follow: Mr. Wilson $598,140;~~follows: Mr. Fortson ~~$178,994;~~$881,389, Ms. ~~Burgeson $153,767;~~Hall $13,661, Ms. Cozad $64,136, Mr. ~~Smith $42,970~~Woodcock $1,629,926, and Mr. ~~Woodcock $148,197.~~White $187,839.

~~INGEVITY - 2019 Proxy Statement - 39~~

~~TABLE OF CONTENTS~~

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

Control

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

The table below shows the ~~severance~~ benefits that would be payable to each of our NEOs if he or she had experienced ~~an involuntary~~the termination or change of ~~employment from the Company~~control events indicated below on December 31, ~~2018 (absent cause and excluding death,~~2023. The table below does not include amounts under the RSP or DCP, accrued but unused vacation, disability benefits, or ~~retirement), pursuant~~other benefits payable to the ~~terms of Severance and Change of Control Agreements.~~

D. Michael
Wilson John C.
Fortson Katherine P.
Burgeson Michael P.
Smith S. Edward
Woodcock
Cash Severance⁽²⁾
3,600,000 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~~Company’s full-time U.S. employees. Actual amounts to be received on a termination event will vary based upon the closing price of the Company’s Common Stock on the date of termination, applicable proration requirements, and performance achievement for certain incentive awards. Further, the amounts below do not give any impact to the payment timing or other requirements under Section 409A of the Code, as amended. Other than as described below, no NEOs would receive any payments in the event they were terminated for “cause” or left voluntarily.

INGEVITY | 2024 Proxy Statement

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	Involuntary Termination by Company other than for Cause (or Poor Performance) and Absent a Change of Control ($)	Voluntary Termination by Executive; Termination Due to Retirement (Absent Cause or Poor Performance) ($)	Termination Due to Death or Disability ($)	Change of Control with Qualified Termination (Assuming Replacement Awards Issued)⁽¹⁾ ($)	Change of Control with No Replacement Awards Issued⁽¹⁾ ($)
John C. Fortson
Cash Severance⁽²⁾	4,000,000			6,000,000
Target STIP⁽³⁾	1,000,000			1,000,000
Options^{(4), (5)}
RSUs^{(4), (5)}	585,373		585,373	1,380,571	1,380,571
PSUs^{(4), (5)}	1,771,965		1,771,965	3,189,569	1,771,965
Health Benefits⁽⁶⁾	48,739			73,109
Outplacement Services⁽⁷⁾	40,000			40,000
TOTAL COMPENSATION	7,446,077		2,357,338	11,683,250	3,152,536
Mary Dean Hall⁽⁸⁾
Cash Severance⁽²⁾	867,000			1,734,000
Target STIP⁽³⁾	357,000			357,000
Options^{(4), (5)}
RSUs^{(4), (5)}	323,890	323,890	323,890	554,221	554,221
PSUs^{(4), (5)}	367,343	367,343	367,343	742,157	367,343
Health Benefits⁽⁶⁾	9,549			19,099
Outplacement Services⁽⁷⁾	40,000			40,000
TOTAL COMPENSATION	1,964,782	691,233	691,233	3,446,476	921,564
Stacy L. Cozad
Cash Severance⁽²⁾	775,500			1,551,000
Target STIP⁽³⁾	305,500			305,500
Options^{(4), (5)}
RSUs^{(4), (5)}	293,205		293,205	497,227	497,227
PSUs^{(4), (5)}	380,328		380,328	665,188	380,328
Health Benefits⁽⁶⁾	21,629			43,258
Outplacement Services⁽⁷⁾	40,000			40,000	40,000
TOTAL COMPENSATION	1,816,162		673,533	3,102,173	917,555
S. Edward Woodcock⁽⁸⁾
Cash Severance⁽²⁾	783,750			1,567,500
Target STIP⁽³⁾	308,750			308,750
Options^{(4), (5)}
RSUs^{(4), (5)}	434,542	434,542	434,542	598,230	598,230
PSUs^{(4), (5)}	358,080	358,080	358,080	620,849	358,080
Health Benefits⁽⁶⁾	22,952			45,904
Outplacement Services⁽⁷⁾	40,000			40,000
TOTAL COMPENSATION	1,948,074	792,622	792,622	3,181,233	956,310

INGEVITY | 2024 Proxy Statement

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	Involuntary Termination by Company other than for Cause (or Poor Performance) and Absent a Change of Control ($)	Voluntary Termination by Executive; Termination Due to Retirement (Absent Cause or Poor Performance) ($)	Termination Due to Death or Disability ($)	Change of Control with Qualified Termination (Assuming Replacement Awards Issued)⁽¹⁾ ($)	Change of Control with No Replacement Awards Issued⁽¹⁾ ($)
Richard A. White⁽⁹⁾
Cash Severance⁽²⁾	736,000			1,472,000
Target STIP⁽³⁾	276,000			276,000
Options^{(4), (5)}
RSUs^{(4), (5)}	103,971		103,971	240,397	240,397
PSUs^{(4), (5)}	330,596		330,596	1,087,429	330,596
Health Benefits⁽⁶⁾	22,680			45,361
Outplacement Services⁽⁷⁾	40,000			40,000
TOTAL COMPENSATION	1,509,247		434,567	3,161,187	570,993

(1)

Under the “change of control with qualified termination (assuming replacement awards issued)” column, reflects payout upon a change of control and either atermination by the Company, other than for Cause, or a termination by the executive for Good Reason, in each case within the two-year period following suchchange of control, under the terms of the ~~Company’s stock~~Severance and Change of Control agreements and Omnibus Plan. Under the “change of control with no replacementawards issued” column, reflects payout upon a change of control with no replacement awards on December 31, ~~2018,~~2023 under the ~~assumed termination date. Actual values will vary based on changes in~~terms of the ~~Company’s stock price on the termination date.~~

Omnibus Plan .

(2)

With respect to an involuntary termination of employment by the Company, other than for Cause, absent a change of control, the Severance and Change in ofControl 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~~STIP for Mr. ~~Wilson,~~ Fortson,and one ~~and one-half~~ times the sum of the ~~NEO’s~~executive’s base salary and target ~~annual incentive~~STIP for all other NEOs. With respect to an involuntary termination of employment by theCompany, other than for Cause, or a Good Reason termination by the executive, in each case within the two-year period following a change of control, theSeverance and Change of Control agreements provide for the payment of cash severance in the amount of three times the sum of the executive’s base salary andtarget STIP for Mr. Fortson, and ~~Ms. Burgeson. The severance is payable over~~ two ~~years for Mr. Wilson and eighteen months for Mr. Fortson and Ms. Burgeson. In~~times the ~~case~~sum of ~~Messrs. Smith and Woodcock, both would receive a cash severance payment equal to one times their~~the executive’s base salary and target ~~annual incentive payable over a one-year period.~~

STIP for all Other NEOs.

(3)

~~This represents~~Represents the value of ~~the annual~~ STIP (assuming target performance levels) payable upon ~~termination.~~termination under the Severance and Change of Control agreements. Actualpayout for ~~2018~~2023 was at ~~192 percent~~17.0% of target for Mr. ~~Smith~~Fortson, 20.0% of target for Ms. Hall, 20.0% of target for Ms. Cozad, 84.1% of target for Mr. Woodcock, and ~~200 percent~~15.0% oftarget for Mr. White. Because this table depicts a termination on December 31, 2023, the ~~other NEO's.~~

	amounts are not prorated. In the event an NEO departed the Companyprior to the last day of the year, the amounts would be prorated.
(4)	~~This represents~~The treatment of Options, RSUs, and PSUs on the termination events is set forth under “Compensation Discussion and Analysis – Other Compensation andBenefits – Severance Arrangements – Equity Awards – Omnibus Plan.”
(5)	RSU amounts shown are the sum of the amount of the award vesting multiplied by a stock price of $47.22, which was the closing price of the Company’s CommonStock on December 29, 2023, the last business day of 2023. PSU amounts shown are the sum of the amount of the award vesting multiplied by $47.22, which wasthe closing price of the Company’s Common Stock on December 29, 2023, the last business day of 2023, multiplied by the expected performance outcome,which is target performance for PSU awards granted on February 26, 2021, April 19, 2021, February 28, 2022, February 28, 2023, and May 1, 2023. Theoutstanding options held by each NEO have no intrinsic value ~~of stock options that would vest in full~~as they are underwater. For this reason, no amount has been reported in the ~~event~~table for eachtriggering event. The number of underwater options held by each NEO at December 31, 2023 is as follows: Mr. Fortson (23,287); Ms. Hall (5,716); Ms. Cozad(5,086); Mr. Woodcock (4,761); and Mr. White (2,726).
(6)	With respect to an involuntary termination of employment by the Company, other than for ~~cause,~~Cause, absent a change of control, ~~assuming a termination date occurred on December 31, 2018.~~

~~(5)~~

~~These represent~~ the ~~value~~Severance and Change of ~~2016~~Control agreements provide for the payment of the cost of two-years of health coverage for Mr. Fortson, and ~~2017 RSU and PSU awards which would vest in the event~~one year of health coverage for all other NEOs. Withrespect to an involuntary termination of employment by the Company, other than for ~~cause, absent~~Cause, or a Good Reason termination by the executive, within the two yearperiod following 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~~agreements provide for the payment of the cost of ~~two~~three years of health ~~care~~ coverage for Mr. Fortson, and ~~Ms. Burgeson 18 months and~~two years of health coverage for ~~Mr. Smith and Mr. Woodcock one year.~~

	all other NEOs.
(7)	This represents the value of twelve months of outplacement services ($25,000), a benefit that is also provided for under the terms of the ~~severance plan,~~Severance and Change of Control agreements, as well as one year of financial counseling ($15,000).

~~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


~~(1)~~(8)	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)~~	~~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 based on their respective Severance and Change of Control Agreements. The benefits described are in addition to any benefits available prior to the occurrence of a change of control, such as qualified plan distributions from the Company’s 401(k) Savings Plan, payment of any accrued vacation or exercises of any stock options already exercisable.

For Messrs. Wilson, Fortson and Ms. Burgeson, if a change of control termination event occurs on or before January 1, 2020, and such NEO is terminated by the Company or any successor (or he or she terminates employment on account of Good Reason)

~~before January 1, 2020 absent cause within one year following a change of control, he or she is entitled to receive cash severance in the amount of three years (for~~Both Mr. Wilson) and two years (for Mr. Fortson and Ms. Burgeson) of his or her then-current base salary and target bonus for such period, the payment of which is to be made over a three-year period (for Mr. Wilson) and two-years (for Mr. Fortson and Ms. Burgeson). For termination on or after January 1, 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. For Mr. Fortson and Ms. Burgeson, they 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.

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~~

~~The Severance and Change of Control Agreements covering our NEOs do not include any gross-up feature payable to NEOs with respect to any excise~~

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

~~Release of Claims and Noncompetition and Non-Solicitation Agreement~~

~~Severance is not payable to any NEO unless and until he or she signs a release of claims against the Company. The agreements also include post-~~

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

~~Equity Acceleration (Double Trigger)~~

In the event of a change of control event where the NEO receives a “replacement award,” there will be no accelerated vesting, exercisability, and/or payment of an outstanding award, unless the NEO’s employment is terminated without cause, other than as a result of death or disability, or the NEO resigns for Good Reason within 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~~

~~TABLE OF CONTENTS~~

~~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, 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~~Hall are entitled to ~~two times the sum of base salary plus the executive’s current target annual cash incentive award.~~benefits upon Retirement.

INGEVITY \| 2024 Proxy Statement
~~(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.71

~~INGEVITY - 2019 Proxy Statement - 43~~

~~TABLE OF CONTENTS~~

~~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.

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~~Transactions~~

~~The Governance Committee has not identified any related party transactions since~~
CEO Pay Ratio—2023
In accordance with SEC rules, we are providing the ~~beginning~~ratio of the ~~fiscal year ended December 31, 2018 and none are currently proposed.~~

~~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 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.

Management has represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and PricewaterhouseCoopers LLP.

This review included discussions with PricewaterhouseCoopers LLP of the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board.

The Audit Committee also received from PricewaterhouseCoopers LLP the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLP the issue of their independence from the Company.

Based on the foregoing, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

~~THE AUDIT COMMITTEE~~
~~Jean S. Blackwell,~~ ~~Chair~~
~~Luis Fernandez-Moreno~~
~~J. Michael Fitzpatrick~~
~~Daniel F. Sansone~~

~~CEO Pay Ratio Disclosure~~

~~The Compensation Committee reviewed a comparison~~annual total compensation of our Chief Executive ~~Officer’s (CEO) annual total compensation. We determined that~~Officer to the ~~2018~~ annual total compensation of the Company’s median ~~compensated of all our employees who were employed~~employee. The ratio is a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described below.
We calculated each employee’s annual total cash compensation as of December 31, ~~2018, other than~~2023 to identify our ~~CEO, D. Michael Wilson, was $81,092; Mr. Wilson’s 2018~~median employee. The following pay elements were included in determining the annual total cash compensation ~~was $5,422,777;~~for each employee.
■ Salary, base wages and/or overtime received (as applicable)
■ Annual incentive payments received for performance in the 2023 year
■ Other cash payments (including payments related to shift differential, holiday, or vacation)
Our calculation includes all full-time, part-time and temporary employees of the ~~ratio of these amounts was 1-to-67.~~

AsCompany and its subsidiaries (except the CEO) as of December 31, ~~2018, our~~2023. Our total ~~population consisted of 1,655 employees, of which 1,351 were in the United States~~U.S. 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~~Non-U.S. employee population ~~used for purposes~~was 1,892 as of ~~identifying~~December 31, 2023.
We applied a foreign currency exchange rate as of December 31, 2023 to all compensation elements paid in currencies other than U.S. Dollars.
After calculating the ~~median employee consisted of 1,649 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~~annual total cash compensation described above for each employee, we removed the CEO from the listing and found the employee with the median total cash compensation. Once this individual was determined we calculated that employee’s annual total compensation in the same manner as the “Total Compensation” ~~column~~ shown for our CEO in the ~~Summary~~“Summary Compensation ~~Table on page 35 of this proxy.~~

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

~~INGEVITY - 2019 Proxy Statement - 44~~

~~TABLE OF CONTENTS~~

~~Base salary received in 2018 annualized~~2023 for ~~those permanent employees hired mid-year during 2018~~

~~Annual incentive paid or actual bonus paid~~our CEO was $5,291,062 and for ~~2018~~

~~Overtime and allowances, as applicable,~~the Median Employee was $86,705. The resulting ratio of our CEO’s total compensation to the Median Employee 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~~

2023 is 61:1.
We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K, the ~~Pay Ratio Securities and Exchange Commission (SEC) rules under~~applicable SEC ~~rules~~regulation, based on our payroll and employment records and the methodology described above.

~~INGEVITY - 2019 Proxy Statement - 45~~

~~TABLE OF CONTENTS~~

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

~~In accordance with~~
Given the ~~requirements of Section 14A of~~varying methodologies used to determine pay ratio estimates, the ~~Exchange Act, we are asking stockholders to approve, on an advisory~~Company’s pay ratio reported above should not be used as a basis ~~the following resolution concerning~~for comparison between companies.
Pay Versus Performance
The table below includes the compensation of our ~~NEOs:~~NEOs and company performance metrics for fiscal years ended December 31, 2023, 2022, 2021, and 2020.
Diluted EPS
Summary
Compen- Summary
Compen-
sation Summary
Compen- Compen- Compen-
sation Compen- Average
Summary
Compen-
sation Average
Compen-
sation Value of Initial Fixed
$100 Investment
Based on:
Year     sation
Table
Total for
First PEO     Table
Total for
Second
PEO     sation
Table
Total for
Third PEO     sation
Actually
Paid to
First PEO     Actually
Paid to
Second
PEO     sation
Actually
Paid to
Third PEO     Table
Total for
Non-PEO
NEOs     Actually
Paid to
Non-PEO
NEOs     Total
Shareholder
Return     Peer Group
Shareholder
Return⁽¹⁾     Net
Income⁽²⁾     Diluted
EPS
2023 5,291,042 n/a n/a (1,274,980) n/a n/a 1,718,066 190,758 54 130 (2.2) (0.07)
2022 5,394,470 n/a n/a 7,321,335 n/a n/a 1,632,294 1,902,483 81 124 211.6 5.50
2021 4,822,288 n/a n/a 3,458,254 n/a n/a 2,158,730 1,915,624 82 146 118.1 2.95
2020 2,831,502 1,736,323 146,618 2,393,213 1,843,148 (7,807,582) 1,576,121 1,106,292 87 117 181.4 4.37
(1) The peer group used for this purpose is the following published industry index: S&P 600 Chemicals Index.
(2) Represents the amount of Net Income reflected in the Company’s audited financial statements for the applicable year. In FY23, the Company experienced a net loss due to lower operating earnings and restructuring combined with a higher interest expense associated with the Ozark acquisition. Overall, weak industrial demand reduced production volume.
INGEVITY  |  2024 Proxy Statement     72
~~RESOLVED, that~~
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The table below shows the ~~Company’s stockholders approve, on~~additions and deductions to calculate Compensation Actually Paid as well as the executives covered in each fiscal year.⁽¹⁾
2020 2021 2022 2023
Michael P.Smith S. Edward Woodcock Katherine P.Burgeson Mary Dean Hall Stacy L.Cozad Rich White 1st PEO 2nd PEO 3rd PEO Average
Non-PEO
NEO 1st PEO Average
Non-PEO
NEO 1st PEO Average
Non-PEO
NEO 1st PEO Average
Non-PEO
NEO
John C. Fortson Richard B. Kelson D. Michael Wilson      John C.
Fortson      Richard
B. Kelson      D. Michael
Wilson      Michael P.
Smith;
S. Edward
Woodcock;
Katherine P.
Burgeson.      John C.
Fortson      Mary
Dean Hall;
Stacy L.
Cozad;
Michael P.
Smith;
S. Edward
Woodcock      John C.
Fortson      Mary
Dean Hall;
Stacy L.
Cozad;
S. Edward
Woodcock;
Rich White      John C.
Fortson      Mary
Dean Hall;
Stacy L.
Cozad;
Rich
White;
S. Edward
Woodcock
SCT Total 2,831,502 1,736,323 146,618 1,576,121 4,822,288 2,158,730 5,394,470 1,632,294 5,291,042 1,718,066
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY (1,636,289) (113,246) 0 (533,400) (2,475,054) (1,077,066) (2,820,065) (630,718) (4,000,032) (1,049,604)
Increase of Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End 2,727,897 220,071 0 719,028 2,360,413 1,051,388 3,312,410 735,497 1,227,626 282,949
Increase of Fair Value of Awards Granted during Applicable FY that Vested as of Applicable FY End, determined as of Applicable FY End 0 0 0 73,511 0 0 0 0 0 0
Increase/deduction for Awards Granted during Prior FYs that were Outstanding and Unvested as of Applicable FY End, determined based on change in Fair Value from Prior FY End to Applicable FY End (672,008) 0 0 (259,354) (1,109,324) (178,326) 1,512,795 196,153 (3,874,416) (824,666)
Increase/deduction for Awards Granted during Prior FYs that Vested During Applicable FY, determined based on change in Fair Value from Prior FY End to Vesting Date (857,888) 0 (978,694) (321,375) (140,069) (39,102) (78,275) (30,741) 286,706 81,323
Deduction of Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End 0 0 (6,975,507) (66,686) 0 0 0 0 (205,906) (17,310)
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date 0 0 0 0 0 0 0 0 0 0
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY 0 0 0 0 0 0 0 0 0 0
INGEVITY  |  2024 Proxy Statement     73
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2020 2021 2022 2023
     1st PEO      2nd PEO      3rd PEO      Average
Non-PEO
NEO      1st PEO      Average
Non-PEO
NEO      1st PEO      Average
Non-PEO
NEO      1st PEO      Average
Non-PEO
NEO
John C.
Fortson Richard
B. Kelson D. Michael
Wilson Michael P.
Smith;
S. Edward
Woodcock;
Katherine P.
Burgeson. John C.
Fortson Mary
Dean Hall;
Stacy L.
Cozad;
Michael P.
Smith;
S. Edward
Woodcock John C.
Fortson Mary
Dean Hall;
Stacy L.
Cozad;
S. Edward
Woodcock;
Rich White John C.
Fortson Mary
Dean Hall;
Stacy L.
Cozad;
Rich
White;
S. Edward
Woodcock
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY 0 0 0 (81,553) 0 0 0 0 0 0
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans 0 0 0 0 0 0 0 0 0 0
Total Adjustments (438,289) 106,825 (7,954,200) (469,829) (1,364,034) (243,106) 1,926,865 270,190 (6,566,022) (1,527,308)
Compensation Actually Paid 2,393,213 1,843,148 (7,807,582) 1,106,292 3,458,254 1,915,624 7,321,335 1,902,483 (1,274,980) 190,758
(1) Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
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Descriptions between Compensation Actually Paid and Company and Peer Group Performance
The charts below provide an ~~advisory basis,~~illustration of the relationship between Compensation Actually Paid, Ingevity TSR, Peer Group TSR, Ingevity GAAP Net Income, and Ingevity Diluted EPS for fiscal years 2020 through 2023.
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Tabular List
The table below represents the most important financial performance measures used by Ingevity to link compensation ofactually paid to our named executive officers to company performance for FY23, as ~~described~~discussed further in ~~this Proxy Statement, including the~~our Compensation Discussion and Analysis ~~and the tabular compensation disclosures and related narrative discussion.~~(CD&A).
STIP Adjusted EBITDA*
STIP Adjusted Revenue*
Diluted EPS
* Definitions and reconciliations, if applicable, of the non-GAAP financial measures shown above can be found in Appendix A.
* Definitions and reconciliations, if applicable, of the non-GAAP financial measures shown above can be found in Appendix A.
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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.
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We believe that our compensation policies and procedures are competitive, are focused on pay for performance principles and are strongly aligned with the long-term interests of our stockholders. Our executive compensation philosophy is based on the belief that the compensation of our employees should be set at levels that allow us to attract and retain employees who are committed to achieving high performance and who demonstrate the ability to do

so. We seek to provide an executive compensation package that is driven by our overall financial performance, increased stockholder value, the success of areas of our business directly impacted by the executive’s performance, and the performance of the individual executive. We view our compensation program as a strategic tool that supports the successful execution of our business strategy and reinforces a performance-based culture. The Company employs an executive compensation program for our senior executives that emphasizes long-term compensation over short-term compensation, with a significant portion weighted toward equity awards. This approach strongly aligns our senior executives’ compensation with the interest of our stockholders.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs resulting from the executive compensation policies and practices described in this Proxy Statement.

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

~~Recommendation of the Board~~

The Board recommends that the stockholders vote “FOR” the adoption of this resolution and approve, on an advisory basis, the Company’s executive compensation as described in this proxy statement.

~~INGEVITY - 2019 Proxy Statement - 46~~

~~TABLE OF CONTENTS~~

~~PROPOSAL NO. 3 — TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

PROPOSAL 3

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OUR BOARD RECOMMENDS A VOTE FORRATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR FISCAL 2024.

The Audit Committee is directly responsible for appointing, retaining, fixing the compensation of, and overseeing the work of our independent registered public accounting firm. ~~The~~PricewaterhouseCoopers LLC (“PwC”) acted as our independent registered public accounting firm for the fiscal year ended December 31, 2023 and the Audit Committee has ~~appointed PricewaterhouseCoopers LLP~~retained PwC to serve as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019.~~

2024.
Although it is not legally required to do so, the Board has elected to seek stockholder ratification of the appointment of ~~PricewaterhouseCoopers LLP~~PwC as a matter of good corporate governance. If stockholders do not ratify the appointment of

~~PricewaterhouseCoopers LLP,~~ PwC, the Audit Committee will reconsider the appointment. Regardless of the outcome of this proposal, the Audit Committee may, in its discretion, select a new independent registered public accounting firm at any time during the year if it believes such a change would be in the Company’s best interest.

Representatives of ~~PricewaterhouseCoopers LLP are expected to~~PwC will be present at the Annual Meeting. They will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders.

~~Recommendation~~
Vote required:
An affirmative vote of the ~~Board~~

~~The Board recommends a~~majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote ~~“FOR”~~on this proposal is required for the ratification of the appointment of ~~PricewaterhouseCoopers LLP~~PwC as ~~the~~our independent registered public accounting firm for fiscal 2024.
Recommendation of the ~~Company.~~Board
THE BOARD RECOMMENDS A VOTE “FOR”THE RATIFICATION OF THE APPOINTMENT OF PWC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY.
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Audit Committee Matters
Audit and ~~Other Fees~~

other fees
The following table shows the fees paid by usthe Company to ~~PricewaterhouseCoopers LLP~~PwC for audit and other services provided for the fiscal ~~2018~~years 2023 and ~~2017, all of which were preapproved by the~~ 2022.
Amounts Shown in $ 2023 2022
Audit Fees 2,375,000 2,551,000
Audit-Related Fees 189,530 769,967
Tax Fees - -
All Other Fees 10,000 317,778
TOTAL 2,574,530 3,638,745
Audit ~~Committee.~~

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~~. ~~Fees~~fees
Amount includes 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~~Amount also includes other services that are normally provided by ~~PricewaterhouseCoopers LLP~~PwC 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.~~

~~Audit-Related Fees~~. ~~This~~engagements.
Audit-related fees
Amount includes fees paid for services that are reasonably related to the performance of the audit or review of the ~~Company's~~Company’s financial statements. ~~This~~For 2023 and 2022, amount includes services provided in connection with ~~debt financing transactions.~~

the Company’s implementation of a new enterprise resource planning system.
Tax ~~Fees.~~ ~~This~~fees
Amount includes fees and expenses for U.S. federal, state, and international tax planning and tax compliance services.

There were no tax fees for 2023 or 2022.
All ~~Other Fees.~~ ~~This category~~other fees
Amount includes fees for services in connection with attestations by ~~PricewaterhouseCoopers LLP~~PwC that are required by statute or regulation.

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~~TABLE OF CONTENTS~~

~~Pre-Approval Policy~~ Additionally, for 2022, amount includes services provided in connection with the Company’s implementation of a new enterprise resource planning system.
Pre-approval policy and ~~Procedures~~

procedures
The Audit Committee’s pre-approval policy requires that all services to be performed by the Company’s independent registered public accounting firm be pre-approved either on a case-by-case basis by the Audit Committee or its delegate or on a categorical basis based on the Audit Committee’s prior approval of a

specific category of service and theexpected cost thereof. Any request for services involving less than ~~$50,000~~$150,000 may be approved by the Chair of the Audit Committee, ~~if it is not practicable to obtain the approval of the full committee,~~ provided that any such approval is presented to the full Audit Committee at its next regularly scheduled meeting.

~~INGEVITY - 2019 Proxy Statement - 48~~

~~TABLE OF CONTENTS~~

~~PROPOSAL NO. 4 — APPROVAL OF THE AMENDMENTS TO THE CERTFICATE OF INCORPORATION TO ELIMINATE SUPER MAJORITY VOTE REQUIRMENTS AND REMOVE CERTAIN OBSOLETE PROVISIONS~~

~~Our Certificate currently requires an affirmative vote~~
The Audit Committee pre-approved all of the ~~holders~~audit fees, audit-related fees, and all other fees paid to PwC in fiscal 2023.
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Audit Committee Report
The Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2023, including management’s annual assessment of ~~75 percent~~and report on the Company’s internal control over financial reporting, with management and with PwC, the Company’s independent auditor. The Audit Committee has discussed with PwC the matters required to be discussed by the applicable requirements of the ~~voting power~~Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee also received from PwC the written disclosures and letter required by applicable requirements of the ~~then outstanding shares~~PCAOB regarding PwC’s communications with the Audit Committee concerning independence and has discussed with PwC the issue of ~~stock entitled~~their independence from the Company.
Based on the foregoing, the Audit Committee recommended to ~~vote~~the Board that the audited consolidated financial statements be included in the ~~election~~Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC.
THE AUDIT COMMITTEE
Daniel F. Sansone, Chair
Frederick J. Lynch
Karen G. Narwold
William J. Slocum
Benjamin G. Wright
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PROPOSAL 4
APPROVAL OF AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF CERTAIN OFFICERS FROM LIABILITY IN LIMITED CIRCUMSTANCES
OUR BOARD RECOMMENDS A VOTE FORTHE PROPOSED AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION.
Overview
The State of ~~directors~~Delaware enacted legislation in 2022 that enables Delaware companies to ~~amend~~limit the liability of certain ~~provisions~~officers in the event of ~~our Certificate and By-Laws (the supermajority vote requirement). Our Board~~a claim of ~~Directors has voted unanimously to approve, and has recommended that~~breach of the duty of care under limited circumstances. We are asking our stockholders to approve an amendment (the “Charter Amendment”) to Ingevity’s Certificate of Incorporation (our “Charter”) to permit Ingevity to limit the liability of certain of Ingevity’s officers* in the specific circumstances permitted by the recent Delaware law, which is a limit that already applies to Ingevity’s directors under our existing Charter. In addition to the amendment described below, we will also make a minor amendment to update the Company’s registered address within Delaware.
Delaware law
The Delaware legislation only permits exculpation for direct claims for certain breaches of the duty of care does not permit the elimination of liability of certain officers for:
■ breaches of the duty of loyalty;
■ acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or
■ any transaction in which the officer derived an improper personal benefit.
The new law does not affect the right of stockholders to bring derivative claims on behalf of the Company against officers for breach the duty of care. Limiting the scope of liability of certain officers in this manner allows Ingevity to strike an appropriate balance between stockholders’ interest in incentivizing reasonable and sound business decisions and driving accountability on the one hand, and stockholders’ interest in Ingevity being able to attract and retain quality individuals to serve as its officers on the other hand.
Charter amendment rationale
The Board believes that the Charter Amendment is advisable and in the best interest of our stockholders because the scope of the limited liability is narrow and it helps protect our officers (in addition to our ~~Certificate~~directors) from the risk of financial ruin from carrying out their duties. Further, the Board believes that the Charter Amendment will enhance Ingevity’s ability to ~~eliminate~~attract and retain talented officers. In light of the ~~supermajority vote requirement~~benefits to Ingevity, its officers and its stockholders, and upon the recommendation of the Nominating & Governance Committee, the Board recommends that the stockholders adopt the Charter Amendment to ~~also remove~~provide the exculpation of certain ~~obsolete provisions.~~officers* to the extent permitted by Delaware law.
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~~Eliminating Supermajority Vote Requirement~~
~~Article V and~~
Proposed amendment
The proposed amendment to Article VIII of ~~our Certificate contain~~the Charter to permit the exculpation discussed above is as follows:
ANo director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a ~~supermajority vote requirement~~director or officer, as applicable, except to ~~amend, modify~~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 ~~specific provisions~~ of this Article VIII shall not adversely affect any right or protection of any director or officer of the Corporation existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.
This summary of the proposed amendment is not intended to be complete and is qualified in its entirety by the full text of the Third Amended and Restated Certificate of Incorporation, a copy of which is included as Appendix B to this Proxy Statement.
We ask our stockholders to vote on the following resolution:
“RESOLVED, that the Company’s stockholders approve the Company’s Third Amended and Restated Certificate ~~and By-Laws relating to:~~

~~Special meetings~~of Incorporation as set forth in Appendix B to this Proxy Statement.”
Effective date of the charter amendment
If the proposed Charter Amendment is adopted by the required vote of stockholders, ~~including stockholders’ rights to call such a meeting (Section 1.3~~it will become effective on the date that the Company’s Third Amended and Restated Certificate of Incorporation reflecting the Charter Amendment is filed with the Secretary of State of the ~~By-Laws);~~
State of Delaware. The Board reserves 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~~notwithstanding stockholder approval of the ~~By-Laws);~~
~~Compensation of non-employee directors~~Charter Amendment, and ~~director expense reimbursement (Section 2.11 of the By-Laws);~~
~~Indemnification rights for certain persons including our directors and 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 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 approvedwithout further action by the stockholders, ~~then~~to elect not to proceed with the Charter Amendment if, at any time prior to filing, 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 in 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 determineddetermines that it is no longer in the best interests of the Company and its stockholders to ~~amend~~proceed with the ~~Certificate~~Charter Amendment.
Vote required:
The affirmative vote of a majority of the shares of Common Stock present in person or by proxy and entitled to ~~remove~~vote on the ~~supermajority~~matter at the Annual Meeting is required for the approval of the Charter Amendment.
Recommendation of the Board
THE BOARD RECOMMENDS A VOTE “FOR”THE APPROVAL OF THE CHARTER AMENDMENT.
* Officers covered by the limit of liability proposed in the Charter Amendment would include our NEOs, chief accounting officer, treasurer, and certain other officers who have consented (or deemed to have consented) to be identified as an officer and to accept service of process.
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Ownership of Equity Securities
Principal stock owners
The following table lists any person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) who, to our knowledge, was the beneficial owner as of February 26, 2024, of more than 5% of our outstanding Common Stock.
Name and Address of Beneficial Owner      Amount of
Common
Stock
Beneficially
Owned      Percentage of
our Common
Stock      Sole Voting
Shares      Shared Voting
Shares      Sole
Investment
Shares      Shared
Investment
Shares
BlackRock, Inc.⁽¹⁾
55 East 52nd Street
New York, New York 10055 6,003,674 16.6% 5,934,518 6,003,674
The Vanguard Group⁽²⁾
100 Vanguard Blvd.
Malvern, Pennsylvania 19355 3,743,322 10.33% 67,220 3,639,887 103,435
Inclusive Capital Partners, L.P.⁽³⁾
Jeffrey W. Ubben
1170 Gorgas Avenue
San Francisco, CA 94129 2,401,405 6.6% 2,401,405 2,401,405
Wellington Management Group LLP⁽⁴⁾
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210 2,148,379 5.93% 1,905,361 2,148,379
Victory Capital Management Inc.⁽⁵⁾
4900 Tiedeman Road 4th Floor
Brooklyn, OH 44144 1,854,554 5.12% 1,839,610 1,854,554
(1) Information provided is based solely on an amendment to Schedule 13G filed on January 22, 2024.
(2) Information provided is based solely on an amendment to Schedule 13G filed on February 13, 2024.
(3) Information provided is based solely on an amendment to Schedule 13D filed on May 30, 2023.
(4) Information provided is based solely on a Schedule 13G filed on February 8, 2024.
(5) Information provided is based solely on a Schedule 13G filed on February 7, 2024.
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Executive Officers and Directors
The following table shows how much of our Common Stock our current directors, NEOs, and all executive officers and directors as a group beneficially owned as of March 3, 2024. Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares of Common Stock a director or officer can vote ~~requirement~~or transfer and any security the director or officer has the right to vote or transfer within 60 days. Except as described further below, each stockholder listed in ~~this Proposal 4.~~the table has sole voting and investment power for all shares of Common Stock 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 1% of the shares of Common Stock outstanding as of March 3, 2024.]
Name of Beneficial Owner Common
Stock
Beneficially
Owned⁽¹⁾ Stock Vesting
within 60
Days Options
Exercisable
within 60
Days Total
Common
Stock
Beneficially
Owned⁽¹⁾ Vested but
Unsettled DSUs
(including vesting
within 60 days)
(“Vested DSUs”)⁽²⁾ Total
Common
Stock
Beneficially
Owned Plus
Vested
DSUs⁽¹⁾
Independent Directors
Jean S. Blackwell [xxx]
Luis Fernandez-Moreno [xxx]
Diane H. Gulyas [xxx]
Bruce D. Hoechner [xxx]
Frederick J. Lynch [xxx]
Karen G. Narwold [xxx]
Daniel F. Sansone [xxx]
William J. Slocum⁽³⁾ [xxx]
Benjamin G. Wright [xxx]
Executive Officers
John C. Fortson [xxx]
Mary Dean Hall [xxx]
Stacy L. Cozad [xxx]
S. Edward Woodcock [xxx]
Richard A. White [xxx]
Directors and Officers as a group (16 persons) [xxx] [xxx] [xxx] [xxx] [xxx] [xxx]
(1) Includes shares of Common Stock held directly and indirectly.
(2) For information on DSU vesting, voting rights, and payment, please see “Director Compensation,” above.
(3) Mr. Slocum is deemed to hold the shares of Common Stock listed in the table for the benefit of certain funds managed by Inclusive Capital Partners, L.P. and indirectly, for the benefit of Inclusive Capital Partners, L.P. Mr. Slocum disclaims beneficial ownership of the equity listed in the table, except to the extent of his pecuniary interest therein, if any.
Delinquent Section 16(a) reports
To the Company’s knowledge, based solely on a review of the copies of the reports furnished to the Company and the reporting persons’ written representations that no additional reports were required, the Company believes that, during 2023, all persons required to report complied with the Section 16(a) requirements.
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~~Removal~~
Questions and Answers About the Annual Meeting, Proxy Solicitation, and Voting Information
Important Notice Regarding the Availability of ~~Obsolete Provisions~~
Proxy Materials for the Annual Meeting of Stockholders to be held on April 23, 2024 (the “Annual Meeting”): Our proxy statement for the Annual Meeting (the “Proxy Statement”) and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“Annual Report”) are available at www.proxyvote.com.
Why did I receive these materials?
You received these materials (the “Proxy Materials”) because you owned shares of the Company’s Common Stock, par value $0.01 (the “Common Stock”) as of the close of business on February 26, 2024 (the “Record Date”) and are, therefore, entitled to vote at the Annual Meeting.
Why did I receive a Notice Regarding the Availability of Proxy Materials instead of printed Proxy Materials?
Most of our stockholders received a Notice Regarding the Availability of Proxy Materials (the “Notice”) instead of a full set of printed Proxy Materials. The ~~proposed amendment~~Notice provides access to our ~~Certificate also removes two obsolete provisions~~Proxy Materials in ~~Article VII~~a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, and cuts costs associated with mailing these materials to stockholders. On or around March 11, 2024, we began mailing the Notice to holders of our ~~Certificate~~Common Stock as of the Record Date and posted our Proxy Materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, stockholders may choose to access our Proxy Materials on the website or may request to receive a printed set of our Proxy Materials. The Notice and website provide information regarding how you may request to receive Proxy Materials in printed form by mail or electronically by email for this Annual Meeting and on an ongoing basis.
What is included in the Proxy Materials?
The Proxy Materials include the Notice of the Annual Meeting, the Proxy Statement, and our Annual Report. These materials provide you with important information about the Company, the Annual Meeting, and the proposals to be voted on at the Annual Meeting.
What is a proxy and a proxy statement?
A proxy is your legal designation of another person to vote the shares of Common Stock you own as of the Record Date in the manner you direct. The person you designate to vote your shares of Common Stock is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated Stacy L. Cozad, our Executive Vice President, General Counsel, and Secretary, and Ryan C. Fisher, our Vice President and Deputy General Counsel, to serve as proxies for the Annual Meeting. The proxies also may be voted at any adjournments or postponements of the meeting. The Board is soliciting proxies for use at the Annual Meeting. A proxy statement is a document we give you when we are soliciting your vote pursuant to SEC regulations.
What is the difference between a stockholder of record and a beneficial owner?
If your shares of Common Stock are registered in your name on the books and records of our transfer agent, you are a “stockholder of record.” We therefore sent the Notice or Proxy Materials directly to you.
If your shares of Common Stock are held for you in the name of your broker or bank, your shares are held in “street name” and you are considered the “beneficial owner” of your shares and the broker or bank is considered to be the stockholder of record.
If you are a beneficial owner, the Notice or Proxy Materials have been forwarded to you by the broker or bank that holds your shares of Common Stock, and, as the beneficial owner, you have the right to direct your broker or bank on how to vote your shares by using the voting instruction form provided to you by your broker or bank.
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How do I vote?
Your voting method depends on whether you are a stockholder of record or a beneficial owner.
Stockholder of record
If you are a stockholder of record, you may vote using one of the following methods:
ONLINE BY PHONE BY MOBILE DEVICE BY MAIL DURING THE VIRTUAL MEETING
Before the Annual
Meeting, vote
online at
www.proxyvote.com Call 1-800-690-6903 Scan the QR code on
your proxy card or
Notice If you received a printed
version of these proxy
materials, you may vote
by mail Vote online during the
meeting at
www.virtualshareholdermeeting.com/
NGVT2024 by entering your 16-digit
control number and following the site
instructions
Even if you plan to attend the Annual Meeting virtually, we encourage you to vote your shares ahead of time.
Beneficial owner
If you are a beneficial owner, you may vote by following the instructions on the voting instruction form or notice provided to you by the bank or broker that holds your shares.
May I revoke my proxy and change my vote?
If you are a stockholder of record, you may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting by doing one of the following:
■ Voting again by telephone or via the Internet prior to 11:59 p.m., Eastern Time, on April 22, 2024;
■ Giving written notice to the Corporate Secretary of the Company;
■ Delivering a later-dated proxy to the Company; or
■ Voting during the Annual Meeting by following the instructions available on the meeting website, www.virtualshareholdermeeting.com/NGVT2024.
If you are a beneficial owner, please check your voting instruction form or contact the bank or broker that holds your shares for instructions on how to revoke or change your voting instruction.
Who is entitled to vote at the Annual Meeting?
All Ingevity stockholders who owned Common Stock as of the close of business on the Record Date are entitled to vote at the Annual Meeting.
How many votes are entitled to be cast at the Annual Meeting?
Each Ingevity stockholder is entitled to one vote for each share of Common Stock owned as of the Record Date. There were 36,247,546 shares of Common Stock outstanding on the Record Date. There is no cumulative voting.
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When and where is the Annual Meeting, and may I attend?
In order to allow greater access to the meeting to our stockholders and lower the barriers to stockholder participation, our Annual Meeting will be held in a virtual meeting format only with no physical meeting location, which will enable stockholders to participate from any location and at no cost.
To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. The meeting will begin promptly at 9:30 a.m., Eastern Time, and we encourage stockholders to access the meeting prior to the start time. Technical assistance will be available on the day of the Annual Meeting. If you experience difficulties joining the Annual Meeting, please call 844-986-0822 in the U.S., or 303-562-9302 for International assistance.
How may I ask a question during the Annual Meeting?
We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate in the Annual Meeting as they would at an in-person meeting. You will be able to attend the Annual Meeting online, vote your shares of Common Stock electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NGVT2024 and entering the 16-digit control number included on your Notice, proxy card, or voting instruction form.
We will try to answer as many stockholder-submitted questions as time permits, and in the event we receive more questions than we can answer during our allotted period of time, we will answer them in the order received. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are ~~no longer applicable~~not pertinent to meeting matters or ~~relevant. First,~~Company business, or that do not comply with the ~~proposed amendment removes from Article VII transition provisions related~~Annual Meeting rules of conduct. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. To the ~~de-staggering~~extent you have a question that was not answered during the Annual Meeting, please contact our Investor Relations team at investors@ingevity.com.
How many votes must be present to hold the Annual Meeting?
In order for us to conduct the Annual Meeting, a majority of the ~~Company's~~shares of Common Stock outstanding as of the Record Date must be present at the meeting (including by proxy). This is referred to as a quorum. If a share is represented for any matter at the Annual Meeting, it is deemed to be present for quorum purposes. Abstentions and shares of Common Stock held of record by a bank or broker or its nominee (“Broker Shares”) that are voted on any matter are included in determining the number of shares present at the Annual Meeting. However, broker non-votes will not be included in determining whether a quorum is present at such meeting.
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What proposals will be voted on at the Annual Meeting, what are the Board’s voting recommendations, and what is required for a proposal to pass?
The following table summarizes the Board’s voting recommendations for each proposal, the vote required for each proposal to pass, and the effect of abstentions and uninstructed shares on each proposal. If you are a stockholder of record who submits a proxy card without selecting an option for any of the proposals, the proxy holders will vote in accordance with the Board recommendations in the table below.
Proposal Description Board
Voting
Recommendation Vote
Required to
Pass⁽¹⁾ Effect of
Abstentions on
Votes Cast⁽²⁾ Effect of
Broker
Non-votes⁽³⁾
1 Election of Nine Directors
FOR
all director nominees
Majority of the votes cast None None
2 Advisory Vote on Compensation of our Named Executive Officers (Say-On-Pay) FOR Majority of shares present Counts as a vote against the proposal None
3 Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024 FOR Majority of shares present Counts as a vote against the proposal Broker may vote in its discretion
4 Amendment of the Company’s Certificate of Incorporation to provide for the exculpation of certain officers from liability in limited circumstances FOR Majority of shares present Counts as a vote against the proposal None
(1) For Proposal 1, majority of votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against”the director nominee. For Proposals 2-4, “shares present” includes abstentions.
(2) Abstentions are considered present and entitled to vote.
(3) Brokers only have authority to vote in their discretion for routine matters. All of the proposals, except for Proposal 3, are considered non-routinematters. If you are a beneficial owner holding shares through a broker and you do not specify a choice to your broker for a non-routine proposal, thebroker is not entitled to vote in its discretion and this is considered a broker non-vote.
Will there be any other matters of ~~directors~~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 ~~fully implemented~~properly brought before the Annual Meeting. If other matters are properly introduced, the persons named in the proxy as the proxy holders will vote on such matters in their discretion using their best judgment.
Who bears the expenses of solicitation?
We will bear the cost of solicitation of proxies by the Board in connection with the Annual Meeting. We will reimburse brokers, fiduciaries, and ~~therefore obsolete as~~custodians for reasonable expenses incurred by them in forwarding Proxy Materials to beneficial owners of Common Stock held in their names. Proxies may be solicited by mail, in person, by telephone, facsimile, or other means of communication by our officers and other employees. These people will receive no additional compensation for these services but will be reimbursed for any expenses incurred by them in connection with these services. In addition, Ingevity’s officers, directors, and employees may solicit proxies but will receive no additional or special compensation for such work.
What is Ingevity’s principal executive office address?
The address of Ingevity’s principal executive office is: 4920 O’Hear Avenue, Suite 400, North Charleston, South Carolina 29405.
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What is “householding” and how does it affect me?
“Householding” refers to a procedure allowed by the SEC to reduce the number of copies of the ~~2019~~Notice or Proxy Materials mailed to holders of our Common Stock residing at the same address. Under this procedure, we will deliver one Notice or one set of printed Proxy Materials to beneficial holders of our Common Stock residing at the same address, unless their broker, bank, or other nominee has received contrary instructions from any beneficial holder at that address. Likewise, we will deliver one Notice or one set of printed Proxy Materials to record holders of our Common Stock residing at the same address, unless we receive instructions from such stockholders to the contrary. If you reside at the same address as other stockholders of record and would like to receive a separate Notice or set of Proxy Materials, please contact us at 1-844-643-8489 (1-84-INGEVITY) or at Ingevity Corporation, 4920 O’Hear Avenue, Suite 400, North Charleston, South Carolina 29405, Attn: Corporate Secretary, and we will promptly deliver a separate set to you. If you and other stockholders of record residing at the same address received multiple Notices or sets of the Proxy Materials and would like to receive a single Notice or set in the future, please contact us as described above. Beneficial holders with questions about combined mailings should contact the bank or broker holding their shares.
What if a director is not elected?
Any director who is not elected at the Annual Meeting ~~since at such time all of our directors will be elected~~shall offer to ~~serve one-year terms. Second, the proposed amendment removes a provision prohibiting the removal of a director without cause,~~

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~~which ceases to be applicable under the DGCL when a board of directors is not classified~~tender his 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 amendmentsher resignation to the ~~Certificate.~~

~~Required Vote~~

~~Our Certificate requires that the affirmative vote~~Chair of the ~~holders of~~Board and the Nominating & Governance Committee. The Nominating & Governance Committee will promptly consider the resignation offer and make a recommendation to the Board as to whether to accept or reject the tendered resignation and whether other action should be taken. The Board will act on the tendered resignation within 90 days following the stockholders’ meeting at ~~least 75 percent of~~which the election occurred. The Nominating & Governance Committee, in making its recommendation, and the Board, in making its decision, may consider all the information, factors, and alternatives it considers appropriate. Any director who offers his or her resignation pursuant to this provision may not participate in the Nominating & Governance Committee deliberations and recommendation or in the Board’s deliberations and decision whether to accept or reject the resignation offer.
When will the voting ~~power of all outstanding shares entitled to vote generally in~~results from the ~~election of directors to approve this amendment~~

~~to our Certificate.~~ Annual Meeting be disclosed?
The ~~general descriptions of~~Company will file a Current Report on Form 8-K with the ~~Proposed Amendment set forth above are qualified in their entirety by reference~~SEC and post the filing 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 afterCompany’s website within four business days following the Annual Meeting.

INGEVITY | 2024 Proxy Statement

~~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~~

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

Questions and Answers Regarding Stockholder Communications, Stockholder Proposals, and Company Documents

How can I obtain copies of Ingevity’s Annual Report?

We will provide without charge, at the written request of any stockholder of record as of ~~February 25, 2019,~~the Record Date, a copy of our Annual Report, ~~on Form 10-K,~~ including the financial statements, ~~and financial statement schedule,~~ as filed with the SEC, excluding exhibits. We will provide copies of the exhibits to eligible stockholders making such a request.

Requests for copies of our Annual Report ~~on Form 10-K~~ should be mailed to: Ingevity Corporation, ~~5255 Virginia Ave, N.~~4920 O’Hear Avenue, Suite 400, North Charleston, ~~SC 29406,~~South Carolina 29405, Attn: ~~Katherine P. Burgeson,~~Corporate Secretary. You may also access a copy of our ~~annual report~~Annual Report via the Internet by visiting ~~our website located at http://ir.ingevity.com under the Financial Information tab.~~

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

www.proxyvote.com.
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~~2025 annual meeting of stockholders must be received by our Corporate Secretary no later than the close of business on November ~~12, 2019.~~10, 2024. Proposals ~~should~~must be ~~sent~~in writing and delivered to: Ingevity Corporation, ~~5255 Virginia Ave, N.~~4920 O’Hear Avenue, Suite 400, North Charleston, ~~SC 29406,~~South Carolina 29405, Attn: ~~Katherine P. Burgeson,~~Corporate Secretary. ~~Stockholders~~In addition, proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act. Accordingly, stockholders wishing to submit a proposal should

refer to Rule 14a-8 of the Exchange Act, which sets standards for eligibility and specifies the types of proposals that are not appropriate for inclusion in our proxy statement.

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

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

Under our ~~By-Laws,~~Bylaws, any stockholder ~~entitled to vote in the~~of record may nominate persons for election ofas directors at an annual meeting of our stockholders ~~may nominate persons for election as directors~~ by providing written notice of their intent to do so to our Corporate Secretary no ~~less~~later than ~~90 days and not more~~the close of business on the 90th day, nor earlier than ~~120 days~~the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual meeting.

If the annual meeting is held on a date that is more than 30 days before, or more than 60 days after, such anniversary, then such notice must instead be provided no earlier than the close of business on the 120th day prior to the meeting and no later than the close of business on the later of: (i) the 90th day prior to the meeting; or (ii) the seventh day following the day on which public announcement of the date of the meeting is first made by the Company. We anticipate holding our 2025 annual meeting of stockholders on or about the one-year anniversary of this year’s meeting. This means that written notice of any nominations intended to be made at ~~the 2020 Annual Meeting~~our 2025 annual meeting of stockholders must be delivered ~~between~~to our Corporate Secretary no earlier than the close of business on December ~~27, 2019~~24, 2024 and no later than the close of business on January ~~26, 2020.~~23, 2025. Any such notice must contain the information and conform to the requirements specified in our ~~By-Laws.~~

Bylaws. In addition, the Company will only consider nominations from a stockholder who is a stockholder of record: (i) at the time of giving such notice; (ii) on the record date for the determination of stockholders entitled to vote at the annual meeting; and (iii) at the time of the annual meeting.
In addition to the requirements in the preceding paragraph, stockholders who intend to solicit proxies in support of director nominees other than Ingevity’s nominees through the use of a “universal proxy card” must provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act no later than February 22, 2025, which is 60 days prior to April 23, 2025, the one-year anniversary of the Annual Meeting.
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~~How do I bring other business before next year’s annual meeting of stockholders?~~
How do I bring other business before next year’s annual meeting of stockholders?
Under our ~~By-Laws,~~Bylaws, any stockholder of record ~~wishing~~who wishes to present a matter for consideration (other than the nomination of a director or matters that have been submitted for inclusion in our proxy statement for such annual meeting) ~~in person~~ at ~~the 2020 Annual Meeting~~an annual meeting of our stockholders must provide written notice of their intent to do so to our Corporate Secretary no ~~less~~later than ~~90 days and not more~~the close of business on the 90th day, nor earlier than ~~120 days~~the close of business on the 120th day, prior to the first
anniversary of the preceding year’s annual meeting. If the annual meeting is held on a date that is more than 30 days before, or more than 60 days after, such anniversary, then such notice must instead be provided no earlier than the close of business on the 120th day prior to the meeting and no later than the close of business on the later of: (i) the 90th day prior to the meeting; or (ii) the seventh day following the day on which public announcement of the date of the meeting is first made by the Company. We anticipate holding our 2025 annual meeting of stockholders on or about the one-year anniversary of this year’s meeting. This means that any notice regarding matters to be presented at ~~the 2020 Annual Meeting~~our 2025 annual meeting of stockholders must be delivered ~~between~~to our Corporate Secretary no earlier than the close of business on December ~~27, 2019~~24, 2024 and no later than the close of business on January ~~26, 2020. The~~23, 2025. Any such notice must contain the information and conform to the requirements specified in our ~~By-Laws.~~
Bylaws.
In addition, the Company will only consider proposals from a stockholder who is a stockholder of record: (i) at the time of giving such notice; (ii) on the record date for the determination of stockholders entitled to vote at the annual meeting; and (iii) at the time of the annual meeting.
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~~INGEVITY - 2019~~
Forward-Looking Statements
This Proxy Statement ~~- 51~~contains “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements generally include the words “will,” “plans,” “intends,” “targets,” “expects,” “outlook,” “guidance,” “believes,” “anticipates” or similar expressions. Forward-looking statements may include, without limitation, anticipated timing, charges and costs of the closure of our DeRidder, Louisiana plant; the potential benefits of any acquisition or investment transaction, expected financial positions, guidance, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost-reduction initiatives, plans and objectives; litigation related strategies and outcomes; and markets for securities. Actual results could differ materially from the views expressed. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, charges, costs or actions, including adverse legal or regulatory actions, resulting from, or in connection with, the closure of our DeRidder, Louisiana plant; losses due to resale of CTO at less than we paid for it; adverse effects from general global economic, geopolitical and financial conditions beyond our control, including inflation and the Russia-Ukraine war and Israel-Gaza war; risks related to our international sales and operations; adverse conditions in the automotive market; competition from substitute products, new technologies and new or emerging competitors; worldwide air quality standards; a decrease in government infrastructure spending; adverse conditions in cyclical end markets; the limited supply of or lack of access to sufficient raw materials, or any material increase in the cost to acquire such raw materials; issues with or integration of future acquisitions and other investments; the provision of services by third parties at several facilities, including the impact of WestRock’s shutdown of its North Charleston paper mill; supply chain disruptions; natural disasters and extreme weather events; or other unanticipated problems such as labor difficulties (including work stoppages), equipment failure or unscheduled maintenance and repair; attracting and retaining key personnel; dependence on certain large customers; legal actions associated with our intellectual property rights; protection of our intellectual property and other proprietary information; information technology security breaches and other disruptions; complications with designing or implementing our new enterprise resource planning system; government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies, tariffs and the chemicals industry; and losses due to lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes, and the other factors detailed from time to time in the reports we file with the Securities and Exchange Commission (the “SEC”), including those described in Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10-K as well as in our other filings with the SEC. These forward-looking statements speak only to management’s beliefs as of the date of this Proxy Statement. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this Proxy Statement.
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Appendix A: Non-GAAP Financial Measures and Reconciliation Tables
Non-GAAP financial measures used in this proxy statement
Ingevity has presented certain financial measures in this Proxy Statement, defined below, which have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) These financial measures are not meant to be considered in isolation or as a substitute for the most directly comparable financial measure calculated in accordance with GAAP.
Metrics used in “2023 Business Highlights” and “NEO Performance and Compensation Decisions”
Adjusted EBITDA andAdjusted EBITDA Margin Definitions. “Adjusted EBITDA” is defined as net income (loss) plus interest expense, net, provision (benefit) for incometaxes, depreciation, amortization, restructuring and other (income) charges, net, including inventory lower of cost or market charges associated with restructuring actions, acquisition and other-related (income) costs, litigation verdict charges, gain on sale of strategic investment, loss on CTO resales, and pension and postretirement settlement and curtailment (income) charges, net. “Adjusted EBITDA Margin” is defined as Adjusted EBITDA divided by Net sales.
Reason Used. We believe these non-GAAP financial measures provide management as well as investors, potentialinvestors, securities analysts and others with useful information to evaluate the performance of the business, because such measures, when viewed together with our financial results computed in accordance with GAAP, provide a more complete understanding of the factors and trends affecting our historical financial performance and projected future results. We believe Adjusted EBITDA and Adjusted EBITDA Margin are useful measures because they exclude the effects of financing and investment activities as well as non-operating activities.
Reconciliation. The table below reconciles Adjusted EBITDA to net income (loss), the most comparable financialmeasure calculated in accordance with GAAP.
Free Cash Flow Definition. “Free Cash Flow” is defined as net cash provided by operating activities less capital expenditures.
Reason Used. Management believes that free cash flow is an important liquidity measure for the Company and that it is useful to investors and management as a measure of the ability of our business to generate cash.
Reconciliation. The table below reconciles Free Cash Flow to net cash provided by operating activities, the most comparable financial measure calculated in accordance with GAAP.
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Metrics used in “Short-Term Incentive Plan and 2023 Awards”
Company STIP-Adjusted EBITDA Definition. “Company STIP-Adjusted EBITDA” is defined as Adjusted EBITDA (as defined above), plus or minus the impact of certain non-cash gains or charges as determined in the T&C Committee’s sole discretion. Excluded items may include the cumulative effect of accounting changes, the effect of new accounting pronouncements, last-in, first-out (LIFO) adjustment (income) expense, (gain) loss on currency translation and hyperinflation (gain) loss per share, and certain other adjustments reflecting substantial or out of the ordinary matters.
Reason Used. Company STIP-Adjusted EBITDA was selected as a performance measure under the 2023 STIP because Adjusted EBITDA is the primary performance measurement of the Company’s earnings guidance and drives behavior consistent with the stockholders’ interests. Additionally, for compensation award purposes, eliminating the other certain non-cash gains or losses was appropriate because the impacts of both were primarily driven by external market conditions and not by decisions management could directly influence.
Reconciliation. The table below reconciles Company STIP-Adjusted EBITDA to net income (loss), the most comparable financial measure calculated in accordance with GAAP.
Business Unit STIP-Adjusted EBITDA (“BU STIP-Adjusted EBITDA”) Definition. “BU STIP-Adjusted EBITDA” is defined as Segment EBITDA, as defined under ASC 280, plus or minus the impact of certain non-cash gains or charges as determined in the T&C Committee’s sole discretion. Excluded items may include the cumulative effect of accounting changes, the effect of new accounting pronouncements, last-in, first-out (LIFO) adjustment (income) expense, (gain) loss on currency translation and hyperinflation (gain) loss per share, and certain other adjustments reflecting substantial or out of the ordinary matters.
Reason Used. BU STIP-Adjusted EBITDA was selected as a performance measure under the 2023 STIP because Segment EBITDA is the primary performance measurement of the Company’s segment earnings and drives behavior consistent with the stockholders’ interests. Additionally, for segment compensation award purposes, eliminating the fair market gain or loss from other certain non-cash gains or losses was appropriate because the impacts of both were primarily driven by external market conditions and not by decisions management could directly influence.
Reconciliation. The table below reconciles Performance Chemicals’ BU STIP-Adjusted EBITDA and Performance Materials’ BU STIP-Adjusted EBITDA to Segment EBITDA, respectively, the most comparable financial measure calculated in accordance with GAAP under ASC 280.
Company STIP-Adjusted Revenue Definition. Company STIP-Adjusted Revenue is defined as revenue in accordance with GAAP, plus or minus the impact of certain non-recurring items including, without limitation, currency impacts, discontinued or sold operations, acquisition impacts, and new accounting pronouncements.
Reason Used. Company STIP-Adjusted Revenue was selected as a performance measure under the 2023 STIP to drive behaviors consistent with our Ingevity 2.0 Strategy, which is to drive sustainable revenue growth to achieve enduring enterprise success and create long-term stockholder value.
Reconciliation. The table below reconciles Company STIP-Adjusted Revenue to the Company’s revenue, the most comparable financial measure calculated in accordance with GAAP.
Business Unit STIP-Adjusted Revenue (“BU STIP-Adjusted Revenue”) Definition. “BU STIP-Adjusted Revenue” is defined as segment revenue in accordance with GAAP, plus or minus the impact of certain non-recurring items including, without limitation, currency impacts, discontinued or sold operations, acquisition impacts, and new accounting pronouncements.
Reason Used. BU STIP-Adjusted Revenue was selected as a performance measure under the 2023 STIP to drive behaviors within each segment consistent with our Ingevity 2.0 Strategy, which is to drive sustainable revenue growth to achieve enduring enterprise success and create long-term stockholder value.
Reconciliation. The table below reconciles Performance Chemicals’ BU STIP-Adjusted Revenue and Performance Materials’ BU STIP-Adjusted Revenue to each segment’s revenue, respectively, the most comparable financial measure calculated in accordance with GAAP.
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Metrics used in “Long-Term Incentive Plan and 2023 Awards” and “Payout of 2021 PSU Award”
Cumulative Earnings(Loss) per Share (“Cumulative EPS”) Definition. “Cumulative EPS” is defined as continuing operations diluted EPS attributable to Ingevity stockholders plusrestructuring and other (income) charges, net, including inventory lower of cost or market charges associated with restructuring actions, per share, acquisition and other-related (income) costs per share, pension and postretirement settlement and curtailment (income) charges, net per share, loss on CTO resales per share, gain on sale of strategic investment per share, debt refinancing fees per share, litigation verdict charges per share, tax expense (benefit) recorded as a result of legislative tax rate changes and certain discrete tax items such as excess tax benefits on share-based compensation vesting per share, and certain non-cash (income) charges per share (which includes: cumulative effect of accounting changes per share, the effect of new accounting pronouncements per share, last-in, first-out (LIFO) adjustment (income) expense per share, (gain) loss on currency translation and hyperinflation (gain) loss per share, and the income tax expense (benefit) per share on these items.
Reason Used. Cumulative EPS was selected as a performance measure because Cumulative EPS is a primaryperformance measurement of the Company’s profitability over the performance period.
Reconciliation. The table below reconciles Cumulative EPS to diluted earnings per share, the most directly comparablefinancial measure calculated in accordance with GAAP.
Average Return onInvested Capital (“Average ROIC”) Definitions. “Average ROIC” is defined as the average of the Return on Invested Capital (“ROIC”) for each of the three yearswithin the performance period of the PSU award. ROIC is defined as net operating profit after tax (NOPAT) divided by the average Invested Capital for the period using an average ROIC from each of the three plan years. NOPAT is defined as net income (loss) from continuing operations plus interest expense (income), net, restructuring and other (income) charges, including inventory lower of cost or market charges associated with restructuring actions, acquisition and other-related (income) costs, loss on CTO resales, gain on sale of strategic investment, debt refinancing fees, litigation verdict charges, pension settlement and curtailment (gain) loss, and the income tax expense (benefit) on these items, including the tax expense (benefit) recorded as a result of legislative tax rate changes, and certain discrete tax items such as excess tax benefits on share-based compensation vestings. Invested Capital is defined as total debt including financing lease obligations (including the amounts recorded as the result of adoption of new accounting standards), less the financing lease restricted investment plus total Ingevity stockholders’ equity. Average Invested Capital for each year will be defined as a two (2) point average: (beginning calendar year Invested Capital plus end of calendar year Invested Capital) divided by two.
Reason Used. Average ROIC has been selected as a performance measure commencing with the 2021 PSUs because italigns with shareholder interests and promotes capital discipline. The T&C Committee believes that the use of an average calculation drives management accountability consistently throughout the performance period.
Reconciliation. The table below calculates the Average ROIC for the 2021 PSUs and reconciles NOPAT (Average ROICnumerator) to net income attributable to Ingevity’s stockholders, the most comparable measure calculated in accordance with GAAP, and calculates Average Invested Capital (Average ROIC denominator) using the balance sheet.
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AFA EBITDA andAFA EBITDA Margin Definitions. “AFA EBITDA” is defined as net income (loss) plus interest expense, net, provision (benefit) for income taxes,depreciation, amortization, restructuring and other (income) charges, net, including inventory lower of cost or market charges associated with restructuring actions, acquisition and other-related (income) costs, litigation verdict charges, gain on sale of strategic investment, loss on CTO resales, and pension and postretirement settlement and curtailment (income) charges, net for alternative fatty acid (“AFA”) products sold from the Company’s plants in North Charleston, South Carolina and Crossett, Arkansas (together, the “Performance Plants”). “AFA EBITDA Margin” is defined as AFA EBITDA divided by net sales of AFA products from the Performance Plants.
Reason Used. AFA EBITDA Margin was selected as a performance measure for the PC Transformation Award PSUsbecause it is a good indicator of whether the Company’s efforts to accelerate the transition of our PC segment to a broader based oleochemical product line is being accomplished on a profitable basis. We believe these non-GAAP financial measures provide management as well as investors, potential investors, securities analysts and others with useful information to evaluate the performance of the strategic transformation of our PC segment to diversify our feedstocks from CTO-based products to oleochemical products, because such measures, when viewed together with our financial results computed in accordance with GAAP, provide a more complete understanding of the factors and trends affecting our historical financial performance and projected future results. We believe AFA EBITDA and AFA EBITDA Margin are useful measures because they exclude the effects of financing and investment activities as well as non-operating activities.
Reconciliation. When performance under the PC Transformation Award PSUs is certified, the Company will provide a tablethat reconciles AFA EBITDA to net income (loss), the most comparable financial measure calculated in accordance with GAAP.
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~~APPENDIX A - AMENDMENT TO~~
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Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP) to Company STIP-Adjusted EBITDA (Non-GAAP)
In millions, unaudited Year
Ending
2023 Year
Ending
2022 Year
Ending
2021
Net income (loss) (GAAP) (5.4) $ 211.6 $ 118.1
Interest expense 93.3 61.8 51.7
Interest income (6.3) (7.5) (4.0)
Provision (benefit) for income taxes (4.7) 58.0 44.7
Depreciation and amortization 122.8 108.8 109.9
Restructuring and other (income) charges, net 189.9 13.8 16.2
Acquisition and other-related (income) costs 4.5 5.9 0.6
Gain on sale of strategic investment (19.3) — —
Loss on CTO resales 22.0 — —
Litigation verdict charge — — 85.0
Pension and postretirement settlement and curtailment charges (income), net — 0.2 —
Adjusted EBITDA (Non-GAAP)⁽¹⁾ $ 396.8 $ 452.6 422.2
Certain non-cash charges⁽²⁾ 1.5 (1.7) 1.8
Company STIP-Adjusted EBITDA (Non-GAAP) $ 398.3 $ 450.9 $ 424.0
Net Sales $ 1,692.1 $ 1,668.3 1,391.5
Adjusted EBITDA Margin (Non-GAAP) 23.5% 27.1% 30.3%
(1) For more information on the adjustments from Net income (loss) to Adjusted EBITDA, refer to the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2024, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(2) Represents certain non-cash costs primarily including non-cash income resulting from inventory adjustments recorded during the period in accordance with last-in, first-out (“LIFO”) inventory accounting, certain acquisitions and strategic investments, and non-cash translation impacts associated with currency exchange rate fluctuations.
Reconciliation of Net Cash Provided by Operating Activities (GAAP) to Free Cash Flow (Non-GAAP)
In millions, unaudited Year
Ending
2023 Year
Ending
2022
Net Cash Provided by Operating Activities (GAAP) $ 205.1 $ 313.4
Capital expenditures (109.8) (142.5)
Free Cash Flow (Non-GAAP) $ 95.3 $ 170.9
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Reconciliation of Segment EBITDA (GAAP) to BU STIP-Adjusted EBITDA (Non-GAAP)
Year Ending 2023
In millions, unaudited Performance
Chemicals Performance
Materials Advanced
Polymer
Technologies
Segment EBITDA (GAAP) $ 65.7 $ 286.6 $ 44.5
Certain non-cash charges⁽¹⁾ (0.8) 2.2 0.1
BU STIP-Adjusted EBITDA (Non-GAAP) $ 64.9 $ 288.8 $ 44.6
(1) Represents certain non-cash costs primarily including non-cash income resulting from inventory adjustments recorded during the period in accordance with last-in, first-out (“LIFO”) inventory accounting, and translation impacts associated with foreign currency exchange rate fluctuations.
Reconciliation of Revenue (GAAP) to Company STIP-Adjusted Revenue (Non-GAAP)
In millions, unaudited Year Ending 2023
Revenue $ 1,692.1
Certain non-recurring items⁽¹⁾ (3.9)
Company STIP-Adjusted Revenue (Non-GAAP) $ 1,688.2
(1) Represents certain non-cash income (cost) translation impacts associated with foreign currency exchange rate fluctuations.
Reconciliation of Segment Revenue (GAAP) to BU STIP-Adjusted Revenue (Non-GAAP)
Year Ending 2023
In millions, unaudited Performance
Chemicals Performance
Materials Advanced
Polymer
Technologies
Segment Revenue (GAAP) $ 902.1 $ 586.0 204.0
Certain non-recurring items⁽¹⁾ (1.2) — (2.7)
BU STIP-Adjusted Revenue (Non-GAAP) $ 900.9 $ 586.0 201.3
(1) Represents certain non-cash income (cost) translation impacts associated with currency exchange rate fluctuations.
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Reconciliation of Diluted EPS (GAAP) to Cumulative EPS (Non-GAAP)
Shares In millions, unaudited Year
Ending
2023 Year
Ending
2022 Year
Ending
2021
Diluted earnings (loss) per common share (GAAP) $ (0.15) $ 5.50 2.95
Restructuring and other (income) charges, net 5.17 0.36 0.40
Acquisition and other-related (income) costs 0.12 0.14 0.01
Litigation verdict charge — — 2.12
Debt refinancing fees — 0.13 —
Pension and postretirement settlement and curtailment charges (income) — 0.01 —
Gain on sale of strategic investment (0.52) — —
Loss on CTO resales 0.60 — —
Tax effect on items above (1.26) (0.15) (0.59)
Tax benefit from legislative tax rate changes, including certain discrete tax items⁽¹⁾ (0.02) 0.02 0.34
Diluted adjusted earnings (loss) per share (Non-GAAP) $ 3.94 $ 6.01 $ 5.23
Adjustments:
Certain non-cash (income) charges⁽²⁾ 0.04 (0.17) 0.04
Tax effect on items above (0.01) 0.04 (0.01)
Diluted adjusted earnings (loss) per share, net of adjustments $ 3.97 $ 5.88 $ 5.26
Cumulative EPS (Non-GAAP)⁽³⁾ $ 15.11
(1) Represents certain discrete tax items such as excess tax benefits on stock compensation and impacts of changes associated with U.S. Tax Reform. Management believes excluding these discrete tax items assists investors, potential investors, securities analysts, and others in understanding the tax provision and the effective tax rate related to continuing operating results thereby providing useful supplemental information about operational performance.
(2) Represents certain non-cash costs primarily including non-cash income resulting from inventory adjustments recorded during the period in accordance with last-in, first-out (“LIFO”) inventory accounting, and non-cash translation impacts associated with foreign currency exchange rate fluctuations.
(3) Sum of 2021, 2022, and 2023.
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Reconciliation of Net Income (Loss) (GAAP) to NOPAT (Non-GAAP)
In millions, unaudited Year Ending
2023 Year
Ending
2022 Year
Ending
2021
Net income (loss) (GAAP) $ (5.4) $ 211.6 $ 118.1
Restructuring and other (income) charges, net 189.9 13.8 16.2
Acquisition and other-related (income) costs 4.5 5.9 0.6
Debt refinancing fees — 5.1 —
Pension and postretirement settlement and curtailment charges (income) — 0.2 —
Litigation verdict charge — — 85.0
Gain on sale of strategic investment (19.3) — —
Loss on CTO resales 22.0 — —
Tax effect on items above (46.4) (5.9) (23.8)
Tax benefit from legislative tax rate changes, including certain discrete tax items⁽¹⁾ (0.6) 0.7 13.4
Adjusted earnings (loss) (Non-GAAP) $ 144.7 $ 231.4 $ 209.5
Adjustments:
Interest expense, net $ 87.0 $ 49.2 $ 47.7
Certain miscellaneous (income)/charges⁽²⁾ 1.5 (6.6) 1.8
Tax effect on items above (20.8) (10.0) (0.4)
NOPAT (Non-GAAP) (Average ROIC numerator) $ 212.4 $ 264.0 $ 258.6
(1) Represents certain discrete tax items such as excess tax benefits on stock compensation and impacts of changes associated with U.S. Tax Reform. Management believes excluding these discrete tax items assists investors, potential investors, securities analysts, and others in understanding the tax provision and the effective tax rate related to continuing operating results thereby providing useful supplemental information about operational performance.
(2) Represents the sum of the following two adjustments: non-cash income resulting from inventory adjustments recorded during the period in accordance with last-in, first-out (“LIFO”) inventory accounting, and non-cash translation impacts associated with currency exchange rate fluctuation.
Calculation of Average Invested Capital (Non-GAAP)
December 31,
In millions, unaudited 2023 2022 2021 2020
Total Ingevity Stockholders’ Equity $ 631.4 $ 698.3 $ 673.8 $ 642.1
Total Debt including capital lease obligation 1,472.5 1,479.9 1,280.5 1,306.5
Less: Restricted Investment, gross of allowance for expected credit losses (79.3) (78.6) (76.6) (74.5)
Less: Restricted Cash (0.6) (0.6) (0.6) (0.7)
Invested Capital (Non-GAAP) $ 2,024.0 $ 2,099.0 $ 1,877.1 $ 1,873.4
Average Invested Capital (Non-GAAP) (Average ROIC denominator) $    2,061.5 $    1,988.1 $    1,875.3
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Calculation of Average ROIC (Non-GAAP)
In millions, unaudited 2023 2022 2021
NOPAT (Non-GAAP) (Average ROIC numerator) $ 212.4 $ 264.0 $ 258.6
Average Invested Capital (Non-GAAP) (Average ROIC denominator) 2,061.5 1,988.1 1,875.3
Period-End ROIC (Non-GAAP) 10.3% 13.3% 13.8%
Average ROIC (Non-GAAP) 12.5%
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Appendix B: Third Amended and Restated Certificate of Incorporation
THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

~~If stockholders approve Proposal 4 to amend~~
OF INGEVITY CORPORATION
The present name of the ~~Company’s~~corporation is Ingevity Corporation. The corporation was incorporated under the name MWV CATALYST SPINCO, INC. on March 27, 2015 by the filing of its original Certificate of Incorporation with the ~~text~~Secretary of State of the State of Delaware. This Third Amended and Restated Certificate of Incorporation of the corporation, which both amends and restates the provisions of the corporation’s Second Amended and Restated Certificate of Incorporation was duly adopted in ~~blue~~accordance with the provisions of Sections 228, 242 and ~~indicated by underline will be added, text~~245 of the General Corporation Law of the State of Delaware. The Second Amended and Restated Certificate of Incorporation of the corporation is hereby amended and restated to read in ~~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~~its entirety as follows:
ARTICLE I
The name of the corporation (which is hereinafter referred to as the “Corporation”) is: Ingevity Corporation
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 1521 Concord Pike, Suite 201, Wilmington, New Castle County, Delaware, 19803. The name of the Corporation’s registered agent at such address is United Agent Group Inc.
ARTICLE III
The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.
ARTICLE IV
The total number of shares of stock which the Corporation shall have authority to issue is 350,000,000 shares, consisting of 50,000,000 shares of preferred stock, par value $.01 per share (hereinafter referred to as “Preferred Stock”), and 300,000,000 shares of common stock, par value $.01 per share (hereinafter referred to as “Common Stock”).
Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and special rights of the shares of each such series and the qualifications, limitations and restrictions thereof, and increase and decrease the number of shares of any such series (but not below the number of shares thereof then outstanding).
The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Except as may be provided in the Certificate of Incorporation or in a Preferred Stock Designation, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote.
ARTICLE V
In furtherance of, and not in limitation of, the powers conferred by law, the Board of Directors is expressly authorized and empowered to adopt, amend or repeal the By-Laws of the Corporation; provided, however, that the By-Laws adopted by the Board of Directors under the powers hereby conferred may be amended or repealed by the Board of Directors or by the stockholders having voting power with respect ~~thereto, provided, further, that, notwithstanding anything~~thereto.
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ARTICLE VI
Any action required or permitted 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,~~taken by the stockholders of the Corporation ~~only by the affirmative vote~~must be effected at a duly called annual or special meeting 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~~stockholders of the Corporation ~~entitled to vote generally~~and may not be effected by any consent in ~~the election~~writing in lieu of ~~directors.~~

~~To remove~~ a ~~provision regarding the elimination~~meeting of ~~the separate classes for directors that is no longer applicable, the second paragraph of Article~~such stockholders.
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 number of directors constituting the total number of directors which the Corporation would have if there were no vacancies (the “Whole Board”) shall be ~~divided, with respect~~fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board.
Subject 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~~rights of the ~~first class~~holders of any series of Preferred Stock 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)elect directors ~~elected to succeed those~~under specified circumstances, 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~~
Unless and except to ~~eliminate a provision~~the extent that ~~is no longer necessary since all~~the By-Laws of the Corporation shall so require, the election of directors ~~will~~of the Corporation need not be by written ballot.
Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, and unless the Board of Directors otherwise determines, any vacancy resulting from death, resignation, retirement, disqualification, removal from office or other cause, and any newly created directorships resulting from any increase in the ~~same class as~~authorized number of directors, may be filled only by the affirmative vote of a majority of the ~~2019 Annual Meeting,~~remaining directors, though less than a quorum of the Board of Directors, and ~~to remove~~any director so chosen shall hold office for the ~~use~~remainder of the term that was being served by the director whose absence creates the vacancy, or, in the case of a ~~defined~~vacancy created by an increase in the number of directors, a term expiring at the ~~last sentence~~next annual meeting of ~~Article VII~~stockholders, and in each case until such director’s successor shall ~~read as follows:~~

have been duly elected and qualified. No decrease in the number of authorized directors constituting the total number of directors which the Corporation would have if there were no vacancies shall shorten the term of any incumbent director.
Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-Laws.
Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, any director, or the entire Board of Directors, may be removed from office at any time by the affirmative vote of the holders of a majority of the voting power of the then outstanding ~~Voting Stock~~shares 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:~~

class.
ARTICLE VIII

A
No director or officer of the Corporation shall ~~not~~ be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a

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director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment or repeal of this Article VIII shall not adversely affect any right or protection of aany director or officer of the Corporation ~~existing hereunder~~ in respect of any act or omission occurring prior to such amendment or repeal.
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ARTICLE IX

Except as may be expressly provided in this Certificate of Incorporation, the Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation or a Preferred Stock Designation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article IX; provided, however, that any amendment or repeal of Article VIII of this Certificate of Incorporation shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal; provided, further, that no Preferred Stock Designation shall be amended after the issuance of any shares of the series of Preferred Stock created thereby, except in accordance with the terms of such Preferred Stock Designation and the requirements of applicable ~~law~~,law.
This Third Amended 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~~Restated Certificate of Incorporation ~~(in each case, as in effect~~shall become effective at 11:59 p.m., Eastern Time, on [xxx, 2024] (the “Effective Time”).
IN WITNESS WHEREOF, the ~~date hereof) may only be made by the affirmative vote~~Corporation has caused this Third Amended and Restated Certificate 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~~
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~~Incorporation to be ~~considered in isolation or as a substitute for the most directly comparable financial measure calculated in accordance with GAAP.~~
signed by Stacy L. Cozad, its Executive Vice President, General Counsel and Secretary, this [xxx day of xxx, 2024].
~~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).

Invested Capital is defined as total debt including financing lease obligations (including the amounts recorded as the result of adoption of new accounting standards), less the financing lease restricted
investment plus total Ingevity stockholders’ equity. Average Invested Capital 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 non-cash translation impacts associated with currency exchange rate fluctuations.
~~(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~~
~~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~~
INGEVITY CORPORATION

~~Adjustments:~~ By: /s/ Stacy L. Cozad

~~Interest expense, net~~ ~~29.8~~
Name: Stacy L. Cozad
~~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~~
Title: Executive Vice President, General Counsel and Secretary
INGEVITY  |  2024 Proxy Statement
~~(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.103

~~INGEVITY - 2019 Proxy Statement - 57~~

~~TABLE OF CONTENTS~~

~~Calculation of 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

~~Calculation of Average ROIC~~
Back to Contents
~~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%
Back to Contents
~~(1)~~ ~~Maximum payout is 200 percent.~~

Back to Contents
~~INGEVITY - 2019 Proxy Statement - 58~~

~~TABLE OF CONTENTS~~

~~TABLE OF CONTENTS~~



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5.	~~Transact such other business that may properly come before~~ Online Before the Annual Meeting, vote online at www.proxyvote.com

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	By mobile device Scan the QR code on your proxy card or Notice

	By mail If you received a printed version of the proxy materials, you may vote by mail

	During the virtual meeting See “Questions and ~~any adjournment or postponement thereof.~~Answers about the Annual Meeting, Proxy Solicitation, and Voting Information” for details on how to virtually attend and vote during the meeting

	■	Elect the nine (9) director nominees named in the proxy statement;
	■	Approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers;
~~What is a proxy?~~

■	Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024;
	■	Approve the amendment to the Company’s Certificate of Incorporation to provide for the exculpation of certain officers from liability in limited circumstances; and
~~How do I vote?~~	■	Consider any other business properly brought before the meeting.



Filed by the Registrantx
	Filed by a Party other than the Registranto


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



~~QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING, PROXY SOLICITATION AND VOTING INFORMATION~~	1
~~PROPOSAL NO. 1 — ELECTION OF DIRECTORS~~	6
~~CORPORATE GOVERNANCE~~	10
~~DIRECTOR COMPENSATION~~	15
~~EXECUTIVE OFFICERS~~	16
~~PRINCIPAL STOCKHOLDERS~~	17
~~COMMON STOCK OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS~~	18
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~	18
~~COMPENSATION COMMITTEE REPORT~~	19
~~COMPENSATION DISCUSSION AND ANALYSIS~~	20
~~COMPENSATION OF EXECUTIVE OFFICERS~~	35
~~RELATED PARTY TRANSACTIONS~~	44
~~AUDIT COMMITTEE REPORT~~	44



~~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

Message from our CEO	1

~~May I revoke my proxy~~Notice of 2024 Annual Meeting of Stockholders of Ingevity Corporation	4

Proxy Statement Summary	8
2023 Business Highlights	9
Sustainability Highlights	10
Snapshot of Director Nominees	12
Board Demographics	12
Corporate Governance Highlights	13
Executive Compensation Governance Practices	14

Proposal 1: Election of Directors	15
Director Nominees	16
Summary of the Director Nominees’ Skills and Experience	22

Board and Corporate Governance Matters	23
Role of the Board of Directors	23
Corporate Governance Guidelines	23
Board Leadership Structure	24
Committees of our Board of Directors	24
Director Nominees and Selection	26
Evaluating Board performance and effectiveness	28
Board meetings and executive sessions	28
Board’s role in risk oversight	29
Board oversight of ESG matters	31
Management development and succession planning	31
Board oversight of DEIB and human capital matters	31
Director education program	31
Retirement age, term limits and significant change ~~my vote?~~in job responsibilities	32
Overboarding policy	32
Stockholder outreach and engagement	32
How to contact the Board	33
Code of Conduct	33
Governance materials on our website	33
Related party transactions	34

Director Compensation	35
Ingevity’s Director compensation approval process	35
2023 Non-employee Director compensation	35
Cash retainers	35
Restricted Stock Unit awards	36
Other compensation	36
Stock ownership guidelines; prohibition on hedging	36
2023 Director compensation table	37

Proposal 2: Non-Binding Advisory Vote to Approve The Compensation of Ingevity’s Named Executive Officers (Say-on-Pay)	38

Compensation Discussion and Analysis	39
Executive Summary	40
How We Set Compensation	43
NEO compensation elements	45
Payout of 2021 PSU award	51
CEO Pay	52
NEO performance and compensation decisions	53
Other compensation and benefits	55
Other compensation policies and practices	59
Risk analysis	60
Tax and accounting considerations	60

Talent and Compensation Committee Report	61

Compensation Tables and Other Matters	62
Summary Compensation Table	62
Grants of Plan-Based Awards in 2023	64
Outstanding Equity Awards at 2023 Fiscal Year End	65
Option Exercises and Stock Vested During Fiscal 2023	67
Pension Benefits Table – 2023	68
Non-Qualified Deferred Compensation at 2023 Fiscal Year End	68
Potential Payments Upon Certain Termination Events or a Change of Control	69
CEO Pay Ratio—2023	72
Pay Versus Performance	72

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

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

Audit Committee Report	79

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

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

Questions and Answers About the Annual Meeting, Proxy Solicitation, and Voting Information	84

Questions and Answers Regarding Stockholder Communications, Stockholder Proposals, and Company Documents	89

Forward-Looking Statements	91

Appendix A: Non-GAAP Financial Measures and Reconciliation Tables	92
Non-GAAP financial measures used in this proxy statement	92
Metrics used in “2023 Business Highlights” and “NEO Performance and Compensation Decisions”	92
Metrics used in “Short-Term Incentive Plan and 2023 Awards”	93
Metrics used in “Long-Term Incentive Plan and 2023 Awards” and “Payout of 2021 PSU Award”	94
Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP) to Company STIP-Adjusted EBITDA (Non-GAAP)	96
Reconciliation of Net Cash Provided by Operating Activities (GAAP) to Free Cash Flow (Non-GAAP)	96
Reconciliation of Segment EBITDA (GAAP) to BU STIP-Adjusted EBITDA (Non-GAAP)	97
Reconciliation of Revenue (GAAP) to Company STIP-Adjusted Revenue (Non-GAAP)	97
Reconciliation of Segment Revenue (GAAP) to BU STIP-Adjusted Revenue (Non-GAAP)	97
Reconciliation of Diluted EPS (GAAP) to Cumulative EPS (Non-GAAP)	98
Reconciliation of Net Income (Loss) (GAAP) to NOPAT (Non-GAAP)	99
Calculation of Average Invested Capital (Non-GAAP)	99
Calculation of Average ROIC (Non-GAAP)	100

Appendix B: Third Amended and Restated Certificate of Incorporation	101

Proposal	Board Vote Recommendation	Page
Proposal 1: Election of Directors	FOR each nominee	15

Proposal 2: Advisory vote on compensation of our Named Executive Officers (Say-on-Pay)	FOR	38

Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024	FOR	77

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

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

	■	Ingevity and our employees donated over $1.5 million and 4,200 volunteer hours through our IngeviCares philanthropy program in 2023 in support of our sustainability goal to make a positive impact in the communities where we operate
	■	Honored as a leading employee benefits provider in 2023, receiving benefits industry awards in recognition of Ingevity’s robust programs and campaigns to inform employees about financial wellness and retirement benefits
	■	Celebrated recognition as one of 60 companies in North America honored with Talent Board’s Global Candidate Experience Award for excellence in talent acquisition practices
	■	Incorporated the concept of belonging into our diversity, equity, and inclusion program, now called “DEIB,” to promote and foster day-to-day experiences that enable our employees to feel safe and bring their full, authentic selves to work
	■	Advanced our DEIB priorities by adding iVet, a new veterans employee resource group (“ERG”), and expanding programming for existing ERGs

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

Name	Age	Director Since	Principal Occupation	Independent	Committee Memberships*	Other Public Company Boards
JEAN S. BLACKWELL (CHAIR)	69	2016	Retired; Former Senior Executive at Cummins Inc.		– T&C – N&G – Executive (Chair)	2
LUIS FERNANDEZ-MORENO	61	2016	Sole Member and Manager, Strat and Praxis LLC; Former Senior Executive at Ashland Inc.		– N&G (Chair) – S&S – Executive	1
JOHN C. FORTSON	56	2020	President and CEO, Ingevity Corporation
DIANE H. GULYAS	67	2019	Retired; Former President, DuPont Performance Polymers, E.I. du Pont de Nemours		– T&C (Chair) – N&G – Executive	1
BRUCE D. HOECHNER	64	2023	Retired; Former CEO, Rogers Corporation		– T&C – N&G	1
FREDERICK J. LYNCH	59	2016	Operating Partner, AEA Investors LP; Former President and CEO, Masonite International Corporation		– Audit – T&C
KAREN G. NARWOLD	64	2019	Retired; Former EVP, Chief Administrative Officer, General Counsel and Corporate Secretary, Albemarle Corporation		– Audit – S&S (Chair) – Executive
DANIEL F. SANSONE	71	2016	Retired; Former EVP, Strategy and CFO, Vulcan Materials Company		– Audit (Chair) – T&C – Executive	1
BENJAMIN G. (SHON) WRIGHT	49	2022	Vice President, Cummins & President, Cummins Engine Components		– Audit – S&S

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

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

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

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

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



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	—	—	—	—	—	—



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

MESSAGE FROM OUR CEO

NOTICE

Proxy Statement Summary

Agenda Items and Board Recommendations

2023 Business Highlights

Sustainability Highlights

Snapshot of Director Nominees

Board Demographics

Corporate Governance Highlights

Executive Compensation Governance Practices

PROPOSAL 1ELECTION OF DIRECTORS

Vote Required:

Director Nominees

Summary of the Director Nominees’ Skills and Experience

Board and Corporate Governance Matters

Role of the Board of Directors a member

Corporate Governance Guidelines

Board Leadership Structure

Committees of our Board of Directors

Director Nominees and Selection

Director independence

Evaluating Board performance and Messrs. Kelson, Fernandez-Moreno, Fitzpatrick, Lynch,effectiveness

Board meetings and executive sessions

Board’s role in risk oversight

Legal, compliance, and regulatory risks

Governance risks

Executive compensation program risks

Sustainability & ESG risks

Cybersecurity risks

Board oversight of ESG matters

Management development and succession planning

Board committees areoversight of DEIB and human capital matters

Director education program

Retirement age, term limits and significant change in job responsibilities

Overboarding policy

Stockholder outreach and engagement

How to manage and mitigate them.

Code of Conduct

Governance materials on our website

Related party transactions

Director Compensation

Ingevity’s Director compensation approval process

2023 Non-employee Director compensation

Cash retainers

Restricted Stock Awards

Other compensation

Stock Ownership Guidelines

2023 Director Compensation Table

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

Vote required

Recommendation of February 25, 2019.the Board

Compensation Discussion and Analysis

2023 Named Executive Officers

Executive Summary

Business Conditions and Company Performance in 2023

Fiscal Year 2023 Compensation Highlights

Executive compensation philosophy

Elements of our compensation program

2023 pay mix

Say-On-Pay results

How We Set Compensation

Role of the T&C Committee and the CEO

Role of the compensation and employee benefit plans.

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

Base Pay

2023 Base Salaries

Short-Term Incentive Plan (STIP)

Target STIP payouts

Performance metrics

2023 Financial performance targets are pre-establishedand results

Long-Term Incentive Plan (LTIP)

Performance-based Restricted Stock Units

PSU metric adjustments

2023 PC Transformation Award

Payout of 2021 PSU award

CEO Pay

Target vs. Realized Pay

Realized Pay

2023 Realized Pay vs. Target

NEO performance and compensation decisions

PROPOSAL 1

ELECTION OF DIRECTORS

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

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



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%



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



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%



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%



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%



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



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



	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



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



		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