Ingevity : 2022 Ingevity Proxy Statement – Notice of Annual Meeting of Shareholders

®

March 11, 2022

To Ingevity Stockholders:

It is our pleasure to invite you to attend the 2022 annual meeting of stockholders (the ''Annual Meeting'') of Ingevity Corporation (the ''Company''). In light of guidance regarding the COVID-19 pandemic, and to protect the health and well-being of our stockholders, employees, Board members, and other members of our community, the Annual Meeting will be held virtually via live audio webcast on April 27, 2022 at 9:30 a.m. Eastern Time.

You will be able to participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/NGVT2022 and may submit questions and vote your shares of the Company's common stock, par value $0.01 (the ''Common Stock''), electronically. Further details regarding participation, voting, and the business to be conducted at the Annual Meeting, are described in the followingnotice of the Annual Meeting and this proxy statement.

2021 was a good year at Ingevity. We delivered strong overall financial performance over 2020, despite a dynamic environment challenged by supply chain and logistics disruptions. We did this while keeping safety first. Ingevity 2.0, our strategic approach to growth, is well underway as we work to be a best-in-class chemical company measured by our financial performance and culture of operational excellence. During the year, we continued our transformation into an innovation-driven enterprise leveraging our chemistries - products made from renewable materials and derivatized technologies that impart environmental benefits in their use - to purify, protect, and enhance the world around us.

Our segments performed well amidst ongoing pressure and uncertainty. The Performance Chemicals segment delivered a remarkable recovery. Despite persistent raw materials and energy inflation, the team drove impressive year-over-year sales growth, particularly in Engineered Polymers and Industrial Specialties. Because of the global semiconductor chip shortage, automotive production was unpredictable and pressured throughout the second half of 2021, but our Performance Materials team managed global planning, production, and inventory with great discipline and performed solidly for the year.

We advanced progress toward strategic growth and innovation efforts. Our Performance Chemicals team completed alternative fatty acid production using alternate raw materials to crude tall oil and saw our first sales of our new AltaVeg™ product. In Performance Materials, our wood-basedalternative-fuel vehicle solution that enables the use of renewable natural gas (''RNG'') for cleaner mobility received a grant to fund 28 trucks powered with our unique gas storage technology, demonstrating the amplified emissions reduction benefits for fleets when using RNG as a vehicle fuel. We also completed testing of our on-site industrial storage tank leveraging this same gas storage innovation, became operational with our methane capture and storage strategic partner, GreenGasUSA Holdings LLC, and made additional investments in biosurfactants and capture-and-release technologies for odor, bacteria, and virus control.

We forged ahead with our sustainability program. This year, we increased our overall EcoVadis score for corporate social responsibility by almost 11% and maintained our Silver rating. Our 2020 Sustainability Report highlighted progress toward our current sustainability goals and included our first statements on climate change, discrimination, and racial injustice.

We further enriched and accelerated our culture and social impact. This year, we established a formal diversity, equity, and inclusion (''DEI'') function, welcomed our first Chief DEI Officer, and delivered a DEI strategic plan that aims to create sustainable progress by building diverse teams, elevating equity, demonstrating inclusivity, and supporting communities in ways that enable the vitality of the diverse locations where we operate. Their work will be critical as we continue to enrich our IngeviWay culture.

The right leadership continues to positively impact our growth and success. Today, our Board of Directors is 38% women and 13% racially and ethnically diverse. Additionally, our executive team - 29% women led and 14% racially and ethnically diverse - welcomed Mary Dean Hall as executive vice president and chief financial officer, Stacy Cozad as executive vice president, general counsel and secretary, Rich White, as senior vice president and president, Industrial Specialties and Pavement Technologies, and Steve Hulme, as senior vice president and president, Engineered Polymers.

A notice of internet availability or proxy card is being mailed beginning on March 11, 2022, to each holder of record of Common Stock as of the record date, February 28, 2022. Please see ''Questions and Answers about the Annual Meeting, Proxy Solicitation, and Voting Information'' for additional information about how to attend, vote, examine the list of stockholders, and submit questions during the Annual Meeting.

Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in the proxy materials for the Annual Meeting. Your vote will mean that you are represented at the Annual Meeting regardless of whether you attend virtually. Thank you for your ongoing support of Ingevity.

Best regards,

John C. Fortson

President and CEO

Notice of 2022 Annual Meeting of Stockholders

of Ingevity Corporation

Date & Time:	Live Audio Webcast Location:	Record Date:
Wednesday	www.virtualshareholdermeeting.com/NGVT2022	February 28, 2022
April 27, 2022
9:30 a.m. Eastern Time	To be admitted, enter the control number found on	Holders of record of our
					your proxy card or Notice regarding the availability	Common Stock at the close of
					of proxy materials	business on the Record Date are
						entitled to receive notice of,
						virtually attend, and vote at the
						Annual Meeting

Due to the ongoing impacts of the COVID-19 pandemic and for the safety of all of our stockholders, employees, Board members, and other members of the community, our Annual Meeting will be held in a virtual meeting format only with no physical meeting location.

Items of Business

At the Annual Meeting, stockholders will be asked to act on the following items:

1. Elect the eight (8) director nominees named in the proxy statement;
2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022;
3. Approve, on a non-binding advisory basis, the compensation of the Company's named executive officers; and
4. Consider any other business properly brought before the meeting.

How to Vote

ONLINE	BY PHONE
Before the Annual	Call 1-800-690-6903
Meeting, vote online
at
www.proxyvote.com

BY MOBILE

DEVICE

Scan the QR code above or on your proxy card or Notice

BY MAIL

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

DURING THE

VIRTUAL

MEETING

See ''Questions and Answers about the Annual Meeting, Proxy Solicitation, and Voting Information'' for details on how to virtually attend and vote during the meeting

Additional Information

Whether or not you plan to attend the Annual Meeting virtually, we urge you to review these materials carefully and to vote in advance.

By Order of the Board of Directors,

Stacy L. Cozad

Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held

on April 27, 2022. This Proxy Statement and our Annual Report are available at www.proxyvote.com.

Proxy Statement - Table of Contents

• Letter from the CEO

• Notice of 2022 Annual Meeting of Stockholders of Ingevity Corporation
  4 PROXY SUMMARY
  4 Agenda Items and Board Recommendations
  4 2021 Business Highlights
  5 Sustainability Highlights
  5 Environmental Stewardship (comparisons versus 2020)
  6 Statement on Climate Change
  6 Social Responsibility
  6 Corporate Governance
  7 Snapshot of Director Nominees
  7 Board Demographics
  8 Corporate Governance Highlights
  9 Executive Compensation Governance Practices
  10 Proposal 1 Election of Directors
  11 Director Nominees
  19 Summary of the Director Nominees' Skills and Experience
  20 BOARD AND CORPORATE GOVERNANCE MATTERS
  20 Role of the Board of Directors
  20 Corporate Governance Guidelines
  21 Board Leadership Structure
  22 Committees of our Board of Directors
  23 Director Nominees and Selection
  25 Evaluating Board Performance and Effectiveness
  26 Retirement Age and Term Limits
  26 Board Meetings and Attendance; Executive Sessions
  26 Board's Role in Risk Oversight
  27 Management Development and Succession Planning
  27 Board Oversight of ESG Matters
  28 Board Oversight of DEI and Human Capital Matters
  28 Director Education Program
  28 Overboarding Policy
  29 Stockholder Outreach and Engagement
  29 Interested Party Communications with the Board
  29 Codes of Conduct and Ethics
  30 Related Party Transactions
  30 Governance Materials on our Website
  31 DIRECTOR COMPENSATION
  31 Ingevity's Director Compensation Approval Process
  31 2021 Non-Employee Director Compensation
  31 Change to Non-Employee Director Compensation in 2022 31 Cash Retainers
  31 Restricted Stock Unit Awards
  32 Other Compensation
  32 Stock Ownership Guidelines; Prohibition on Hedging
  33 2021 Director Compensation Table

1. Proposal 2 Ratification of the Appointment of Independent Registered Public Accounting Firm
2. AUDIT COMMITTEE MATTERS

35 Audit and Other Fees

1. Pre-ApprovalPolicy and Procedures
2. AUDIT COMMITTEE REPORT
3. Proposal 3 Non-Binding Advisory Vote to Approve the Compensation of Ingevity's Named Executive Officers
4. COMPENSATION DISCUSSION AND ANALYSIS
5. Executive Summary

41 Setting Compensation

1. NEO Compensation Elements
2. Payout of 2019 PSU Award
3. NEO Performance and Compensation Decisions
4. Other Compensation and Benefits

1. Other Compensation Policies and Practices
2. Risk Analysis

1. Tax and Accounting Considerations
2. LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE REPORT
3. COMPENSATION TABLES AND OTHER MATTERS

57 Summary Compensation Table

1. Grants of Plan-Based Awards in 2021
2. Outstanding Equity Awards at 2021 Fiscal Year End
3. Option Exercises and Stock Vested During Fiscal 2021
4. Pension Benefits Table - 2021
5. Non-QualifiedDeferred Compensation at 2021 Fiscal Year End
6. Potential Payments Upon Certain Termination Events or a Change of Control

1. CEO Pay Ratio Disclosure
2. OWNERSHIP OF EQUITY SECURITIES

1. Principal Stock Owners

1. Executive Officers and Directors
2. Delinquent Section 16(a) Reports
3. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING, PROXY SOLICITATION, AND VOTING INFORMATION

74 QUESTIONS AND ANSWERS REGARDING STOCKHOLDER COMMUNICATIONS, STOCKHOLDER PROPOSALS, AND COMPANY DOCUMENTS

76 FORWARD LOOKING STATEMENTS

A-1 APPENDIX A NON-GAAP FINANCIAL MEASURES AND RECONCILIATION TABLES