Ingevity : 2021 Ingevity Proxy Statement – Notice of Annual Meeting of Shareholders

March 8, 2021

To our Stockholders:

It is our pleasure to invite you to attend our annual meeting of stockholders, which is to be held on April 22, 2021 at 9:30 a.m., Eastern Standard Time. Due to ongoing public health concerns relating to the coronavirus pandemic, the annual meeting will be held in a virtual only format with no physical in-person meeting. To be admitted to the annual meeting atwww.virtualshareholdermeeting.com/NGVT2021, you must enter the control number found on your proxy card, voting instruction form or Notice Regarding the Availability of Proxy Materials. The following Notice of the 2021 Annual Meeting of Stockholders outlines the business to be conducted at the meeting.

2020 was a challenging year by most measures. Yet, in many ways, it was these challenges that have, in the long run, enabled us to become a better, stronger company. During the course of the year, we experienced a CEO transition and endured the significant economic downturn caused by COVID-19. Despite these hurdles, we strengthened our senior management team; reduced costs; placed greater emphasis on organic growth and innovation; and saw our gross margins and adjusted EBITDA margin accrete.

For the company overall, in light of the global macroeconomic headwinds created by COVID-19, our financial performance is something for which we can be proud. Revenues for the year were $1.216 billion, down 6% from 2019. Net income of $181.4 million was down slightly by 1.3%, while net income margin was 14.9%, up 70 basis points. Our adjusted EBITDA* of $397.9 million were even with the prior year. Adjusted EBITDA margin* accreted to 32.7% of sales, up 200 basis points from 2019.

We continue to make significant strides in the implementation of our sustainability program. Our sustainability report issued in September included an announcement of four corporate sustainability goals to help build accountability for our environmental, social and governance (ESG) efforts. We published two reports that outline the net positive greenhouse gas (GHG) reduction benefit of our Nuchar® and Evotherm® products, demonstrating their ability to offset GHGs generated in their manufacture by 10x and up to 23x, respectively. We also maintained our Silver rating from EcoVadis for Corporate Social Responsibility and significantly improved our rating withing with the Dow Jones Sustainability Index, moving into the 70th percentile. With 77% of our revenues coming from sustainable products, we are uniquely positioned to leverage the importance of this macro-trend to drive organic growth in the future and fully expect to do so.

Our Board of Directors and evolving leadership team continue to guide our strategy and chart our growth. We were saddened to learn of the passing of Chairman Rick Kelson in February of this year. His leadership through challenging times in 2020 was vital toward enabling the company to perform well beyond expectations and perhaps most importantly, his wisdom and warmth were critical to the foundation and success of Ingevity since our spin-off from WestRock in May 2016. We are pleased to now have Jean Blackwell as our chair and look forward to a new chapter under her guidance. In addition, Stacy Cozad has joined us as executive vice president, general counsel and secretary and we very much look forward to having an executive of her caliber joining us at Ingevity.

Lastly, in addition to our annual meeting and required filings with the U.S. Securities and Exchange Commission, we have maintained a robust investor relations program. In 2020, we maintained the strong relationships we have with eight sell-side analysts, attended nine in-person and virtual conferences, conducted five virtual non-deal roadshows, and hosted a series of five investor-focused webinars on our business segments and sustainability program.

You may vote during the annual meeting by following the instructions available on the meeting website during the meeting. Whether or not you plan to attend the annual meeting virtually, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the annual meeting. Your vote will mean that you are represented at the annual meeting regardless of whether you attend the meeting virtually. We look forward to having you join

us at the meeting.

Best regards,

John C. Fortson President and CEO

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

Notice of Annual Meeting

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Stockholders of Ingevity Corporation (the ''Annual Meeting'') will be held virtually on Thursday, April 22, 2021, at 9:30 a.m., Eastern Standard Time. To be admitted to the Annual Meeting atwww.virtualshareholdermeeting.com/NGVT2021, you must enter the control number found on your proxy card, voting instruction form or Notice Regarding the Availability of Proxy Materials.

Date & Time:

Location:

Thursday April 22, 2021 9:30 a.m. EST

Exclusively virtual at:www.virtualshareholdermeeting.com/NGVT2021

Record Date: February 22, 2021

How to Vote

ONLINE

BY PHONE

BY MAIL

Vote online at

www.proxyvote.com.

Vote by phone by calling the	If you received a printed version
number located on your proxy	of these proxy materials, you may
card.	vote by mail.

Only stockholders of record as of the close of business on February 22, 2021, are entitled to receive notice of, to attend and to vote at the Annual Meeting. Whether or not you plan to attend virtually, we urge you to review these materials carefully and to vote online or by telephone, or, if you have received a paper copy of the proxy card, you may instead choose to vote by mailing your proxy card.

Voting Matters

PAGE
BOARD VOTE	REFERENCE
PROPOSAL	RECOMMENDATION	(for more detail)
Proposal 1: Election of Directors	FOR
each nominee	18
Proposal 2: Ratification of Appointment of Independent Registered Public
Accounting Firm	FOR	25
Proposal 3: Advisory Vote on Compensation of our Named Executive Officers
(Say On Pay)	FOR	51
Additional Information

For additional information on how to vote and other important matters related to the Annual Meeting, please see pages 54 - 58 of this Proxy Statement.

By Order of the Board of Directors,

Stacy L. Cozad

Secretary