Ingevity : 2024 Ingevity Proxy Statement – Notice of Annual Meeting of Shareholders

MESSAGE FROM OUR CEO

John C. Fortson | March 11, 2024

Dear Ingevity Stockholders:

It is our pleasure to invite you to attend the 2024 annual meeting of stockholders (the "Annual Meeting") of Ingevity Corporation ("Ingevity," the "Company" or "us"). The Annual Meeting will be held virtually via live audio webcast on April 23, 2024, at 9:30 a.m. Eastern Time.

You can participate in the Annual Meeting, submit questions and vote your shares of the Company's common stock (the "Common Stock") by visiting www.virtualshareholdermeeting.com/NGVT2024. Further details regarding participation, voting and the business to be conducted at the Annual Meeting appear in the following notice of the Annual Meeting and this proxy statement.

2023 was a busy year as Ingevity accelerated the implementation of several key strategic initiatives that broaden our capabilities and diversify our product portfolio to meet the needs of global customers across all our businesses. In an environment that remained dynamic and challenging, our team doubled down on our commitment to being an innovative, forward thinking, best-in-class specialty chemicals business, and I am incredibly proud of their performance. We are excited about where we're heading.

Our carbon and pavement businesses led the way in delivering record performance. Performance Materials delivered record revenue and segment EBITDA* and continued to see strong segment growth as global auto production recovered from diminished coronavirus pandemic era production levels over the course of the year. Advanced Polymer Technologies ("APT"), formerly known as our Engineered Polymers business, continued strong business development, expanding into growth markets such as apparel and agriculture. Our Performance Chemicals segment was a tale of two businesses in 2023 as we worked through the impacts of unprecedented crude tall oil price levels on our legacy Industrial Specialties business while Pavement Technologies, hereafter Road Technologies, continued its strong performance and had another record year.

We made significant investments in growth initiatives for our future. We fully integrated Ozark Materials into our newly formed Road Technologies business to broaden our impact in the pavement industry, opened a new APT Innovation Center in Warrington, United Kingdom to support technology development, and launched a repositioning plan for our Performance Chemicals segment to enable Ingevity to produce a more diverse portfolio of renewable raw material-based products and expand into oleochemical growth markets such as soy, palm and canola oils. Additionally, we advanced our strategic investment in Nexeon to identify more opportunities to support the electric battery industry using our carbon and our production and engineering capabilities.

Our world class team remains focused on continuous improvement to prioritize employee safety and strategic growth. In 2023 we launched a global Safety Pledge campaign, reaffirming each employee's commitment to our collective responsibility to prioritize the well-being and care of every individual at Ingevity. We added international marketing and business strategy development expertise to our board of directors (the "Board") by electing Bruce Hoechner to the Board, and also invested in talent to support our oleochemicals transition and battery technology initiatives.

We advanced our purpose to be a responsible company that purifies, protects, and enhances the world around us. Ingevity received a Silver rating from EcoVadis in 2023, placing us in the top quartile of all responding companies, and took steps to offset Scope 2 emissions related to our United States manufacturing locations by entering into a renewable product purchase agreement to advance the Company toward greenhouse gas reduction targets. In addition to growing our portfolio of renewably based products in 2023, we achieved key biodegradability and compostability certifications for our Capa® portfolio that further endorse the sustainable nature of our Company and our products.

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Message from our CEO

Thank you for your interest and investment in Ingevity. We hope you share our enthusiasm for Ingevity and the exciting opportunities ahead as we advance bold plans to better ourselves, our Company and our communities. We are excited about the future and confident in our ability to be a best-in-class specialty chemicals company that is a leader in sustainability and our markets.

A notice of internet availability of proxy materials or proxy card is being mailed, and the attached proxy statement is being made available, beginning on March 11, 2024, to each holder of record of Common Stock as of the record date, February 26, 2024. 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. Your vote will mean that you are represented at the Annual Meeting even if you do not attend virtually. Thank you for your ongoing support of Ingevity.

Best regards,

John C. Fortson

President and CEO

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

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NOTICE

of 2024 Annual Meeting of Stockholders of Ingevity Corporation

How to vote:

Online

Before the Annual Meeting, vote online at www.proxyvote.com

By phone

Call 1-800-690-6903

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

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on April 23, 2024. The Proxy Statement and our Annual Report are available at www.proxyvote.com.

DATE	LIVE AUDIO WEBCAST	RECORD
& TIME	LOCATION	DATE
Tuesday,	www.virtualshareholder	February 26, 2024
April 23, 2024	meeting.com/NGVT2024	Holders of record of our
9:30 a.m.	To be admitted, enter the	Common Stock at the close of
Eastern Time	control number found	business on the Record Date
on your proxy card or Notice	are entitled to receive notice
	regarding the availability	of, virtually attend, and vote
	of proxy materials	at the Annual Meeting

To allow our stockholders greater access to the meeting and lower the barriers to stockholder participation, our Annual Meeting will be held in a virtual format only with no physical meeting location.

Items of business

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

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

Additional information

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

By Order of the Board of Directors,

Stacy L. Cozad

Secretary

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Table of Contents

Message from our CEO

Notice of 2024 Annual Meeting of Stockholders of Ingevity Corporation

Proxy Statement Summary

2023 Business Highlights

Sustainability Highlights

Snapshot of Director Nominees

Board Demographics

Corporate Governance Highlights

Executive Compensation Governance Practices

Proposal 1: Election of Directors

Director Nominees

Summary of the Director Nominees' Skills and

Experience

Board and Corporate Governance Matters

Role of the Board of Directors Corporate Governance Guidelines Board Leadership Structure Committees of our Board of Directors Director Nominees and Selection

Evaluating Board performance and effectiveness Board meetings and executive sessions Board's role in risk oversight

Board oversight of ESG matters

Management development and succession planning Board oversight 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 contact the Board

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 Unit awards Other compensation

Stock ownership guidelines; prohibition on hedging 2023 Director compensation table

1 Proposal 2: Non-Binding Advisory Vote to Approve The Compensation of Ingevity's

4	Named Executive Officers (Say-on-Pay)	38
8	Compensation Discussion and Analysis	39
Executive Summary	40
9	How We Set Compensation	43
10	NEO compensation elements	45
12	Payout of 2021 PSU award	51
12	CEO Pay	52
13	NEO performance and compensation decisions	53
14	Other compensation and benefits	55
15	Other compensation policies and practices	59
Risk analysis	60
16	Tax and accounting considerations	60
22	Talent and Compensation Committee Report	61
23	Compensation Tables and Other Matters	62
23	Summary Compensation Table	62
23	Grants of Plan-Based Awards in 2023	64
24	Outstanding Equity Awards at 2023 Fiscal Year End	65
24	Option Exercises and Stock Vested During Fiscal 2023	67
26	Pension Benefits Table - 2023	68
28	Non-Qualified Deferred Compensation at 2023 Fiscal
28	Year End	68
29	Potential Payments Upon Certain Termination Events
31	or a Change of Control	69
31	CEO Pay Ratio-2023	72
31	Pay Versus Performance	72
31	Proposal 3: Ratification of the Appointment of
32	Independent Registered Public Accounting Firm	77
32	Audit Committee Matters	78
32
33	Audit and other fees	78
33	Pre-approval policy and procedures	78
33	Audit Committee Report	79
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35 Proposal 4: Approval of Amendment to the

35 Company's Certificate of Incorporation to

35 Provide for the Exculpation of Certain Officers

35	from Liability in Limited Circumstances	80
36	Ownership of Equity Securities	82
36
36	Principal stock owners	82
37	Executive Officers and Directors	83
	Delinquent Section 16(a) reports	83

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Table of Contents

Questions and Answers About the Annual

Meeting, Proxy Solicitation, and Voting

Information

Questions and Answers Regarding Stockholder

Communications, Stockholder Proposals, and

Company Documents

Forward-Looking Statements

Appendix A: Non-GAAP Financial Measures and Reconciliation Tables

Non-GAAP financial measures used in this proxy statement

Metrics used in "2023 Business Highlights" and "NEO Performance and Compensation Decisions" Metrics used in "Short-Term Incentive Plan and 2023 Awards"

Metrics used in "Long-Term Incentive Plan and 2023 Awards" and "Payout of 2021 PSU Award" Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP) to Company STIP-Adjusted EBITDA (Non-GAAP)

	Reconciliation of Net Cash Provided by Operating
	Activities (GAAP) to Free Cash Flow (Non-GAAP)	96
84	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
89	Reconciliation of Segment Revenue (GAAP) to BU
STIP-Adjusted Revenue (Non-GAAP)	97
91	Reconciliation of Diluted EPS (GAAP) to Cumulative
EPS (Non-GAAP)	98
	Reconciliation of Net Income (Loss) (GAAP) to NOPAT
92	(Non-GAAP)	99
Calculation of Average Invested Capital (Non-GAAP)	99
92	Calculation of Average ROIC (Non-GAAP)	100
92	Appendix B: Third Amended and Restated
Certificate of Incorporation	101
93
94
96

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Proxy Statement Summary

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

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

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