DEF 14A of Ingevity Corp, Mar 11, 2024

DEF 14A of Ingevity Corp

Filed Mar 11, 2024 · FY20230001308179-24-000092

Open on EDGAR

  1. Snapshot of Director Nominees

    Snapshot of Director Nominees

  2. Snapshot of Director Nominees

    | | 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 | |

  3. Snapshot of Director Nominees

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

  4. Director Nominees

    Director Nominees

  5. Director Nominees

    | | 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) |

  6. Director Nominees

    | INGEVITY | 2024 Proxy Statement | 16 |

  7. Director Nominees

    | | 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). |

  8. Director Nominees

    | INGEVITY | 2024 Proxy Statement | 17 |

  9. Director Nominees

    | | 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 | | |

  10. Director Nominees

    | | 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) |

  11. Director Nominees

    | INGEVITY | 2024 Proxy Statement | 18 |

  12. Director Nominees

    | | 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). |

  13. Director Nominees

    | | 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) |

  14. Director Nominees

    | INGEVITY | 2024 Proxy Statement | 19 |

  15. Director Nominees

    | | 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. |

  16. Director Nominees

    | | 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). |

  17. Director Nominees

    | INGEVITY | 2024 Proxy Statement | 20 |

  18. Director Nominees

    | | 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) |

  19. Director Nominees

    | INGEVITY | 2024 Proxy Statement | 21 |

  20. Summary of the Director Nominees’ Skills and Experience

    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.

  21. Summary of the Director Nominees’ Skills and Experience

    | 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 | | | | | | | | | |

  22. Summary of the Director Nominees’ Skills and Experience

    | * 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. |

  23. Summary of the Director Nominees’ Skills and Experience

    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.

  24. Summary of the Director Nominees’ Skills and Experience

    | INGEVITY | 2024 Proxy Statement | 22 |

  25. Director Nominees and Selection

    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.

  26. Director Nominees and Selection

    | INGEVITY | 2024 Proxy Statement | 26 |

  27. Director Nominees and Selection

    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:

  28. Director Nominees and Selection

    | ■ | 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. |

  29. Director Nominees and Selection

    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.

  30. Director Compensation

    Director Compensation

  31. Ingevity’s Director compensation approval process

    Ingevity’s Director compensation approval process The Board annually reviews and approves non-employee director compensation at the recommendation of the 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.

  32. 2023 Non-employee Director compensation

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

  33. 2023 Non-employee Director compensation

    | 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 |

  34. 2023 Non-employee Director compensation

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

  35. 2023 Director compensation table

    2023 Director compensation table The following table includes information concerning compensation for service as a director paid to or earned by our directors during the fiscal year ended December 31, 2023 (note that Mr. Fortson’s compensation is set forth in the “Summary Compensation Table” and not included below).

  36. 2023 Director compensation table

    | 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 |

  37. 2023 Director compensation table

    | (1) Column includes fees earned or paid in cash, representing the annual retainer and additional leadership retainers. | | (2) Amounts shown in this column represent the aggregate grant date fair market value of 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 2023 to non-employee directors, computed in accordance with 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, 2023, each non-employee director (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 remaining 1,645 will vest on April 28, 2024. | | (3) The amount of perquisites and other personal benefits has been excluded for all non-employee directors as the total value of each director’s perquisites and other personal benefits was less than $10,000. |

  38. 2023 Director compensation table

    | INGEVITY | 2024 Proxy Statement | 37 |

  39. 2023 Director compensation table

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

  40. 2023 Director compensation table

    | | OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL. |

  41. 2023 Director compensation table

    In accordance with the requirements of Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the following resolution concerning the compensation of our named executive officers (“NEOs”): RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of our named executive officers as described in this Proxy Statement, including the Compensation Discussion and Analysis and the tabular compensation disclosures and related narrative discussion. In considering this proposal, we encourage you to review the Compensation Discussion and Analysis (“CD&A”) and the tabular compensation disclosures and accompanying narrative discussion that follow. The CD&A describes our executive compensation philosophy, programs, and objectives, while the tabular compensation disclosures and accompanying narrative discussion provide detailed information on the compensation of our NEOs. We believe 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 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.

  42. Compensation Discussion and Analysis

    | 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 |

  43. Fiscal Year 2023 Compensation Highlights

    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 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 Stock Units (“PSUs”) and 40% in Restricted Stock Units (“RSUs”). The T&C Committee removed stock options as a form of award under our LTIP, resulting in our LTIP equity mix being less dilutive to stockholders and 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 three-year average adjusted return on invested capital (“Average ROIC”*) and 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 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

  44. Fiscal Year 2023 Compensation Highlights

    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.

  45. Executive compensation philosophy

    | 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. |

  46. Elements of our compensation program

    | 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%). | | Long-Term Incentive Plan (“LTIP”) | Equity compensation that promotes achievement of long-term strategic objectives and 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 25th percentile as compared with such indices. |

  47. Role of the compensation consultant

    Role of the compensation consultant The T&C Committee has retained the Compensation Consultant as its independent compensation 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 the Compensation Consultant. Although the T&C Committee retains the Compensation Consultant directly, in carrying out assignments, the Compensation Consultant also interacts with management when appropriate. Specifically, the Compensation Consultant interacts with the CHRO, other leaders in the Company’s 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, the Compensation Consultant may seek input and feedback from members of management regarding its consulting work product before presenting it to the T&C Committee to confirm alignment with Ingevity’s business strategy, determine what additional data may be needed, or identify other issues. 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 T&C Committee related to executive and director compensation. The T&C Committee determined that, in fiscal 2023, the work performed for the T&C Committee by the Compensation Consultant did not raise any conflict of interest. In making its determination, the T&C Committee considered the independence of the Compensation Consultant considering SEC rules and regulations and NYSE listing standards.

  48. Role of peer group analysis

    Role of peer group analysis Consistent with Ingevity’s goal to provide compensation that remains competitive, the T&C Committee considers, among other things, the executive compensation practices of companies in a peer group selected based on recommendations from the Compensation Consultant. In selecting the peer group for 2023 executive compensation, the T&C Committee considered such factors as:

  49. Role of peer group analysis

    | 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. |

  50. Role of peer group analysis

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

  51. Role of peer group analysis

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  52. Role of peer group analysis

    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)

  53. Role of peer group analysis

    | 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 |

  54. Role of peer group analysis

    | * 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. These companies were each excluded because they were acquired by a third party and 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. |

  55. Short-Term Incentive Plan and 2023 awards

    Short-Term Incentive Plan and 2023 awards Ingevity’s STIP consists of an annual cash incentive that is designed to reward participants for achieving Ingevity’s annual financial performance targets and their individual performance goals.

  56. Target STIP payouts

    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:

  57. Target STIP payouts

    | 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% |

  58. Target STIP payouts

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

  59. Performance metrics

    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.

  60. Performance metrics

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  61. Performance metrics

    | | 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% |

  62. Performance metrics

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

  63. 2023 Financial performance targets and results

    | | | 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 | | |

  64. 2023 Financial performance targets and results

    | | | 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 | | |

  65. 2023 Financial performance targets and results

    | * 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 |

  66. 2023 Financial performance targets and results

    | 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 |

  67. 2023 Financial performance targets and results

    | (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. |

  68. Long-Term Incentive Plan and 2023 awards

    Long-Term Incentive Plan and 2023 awards Ingevity’s 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 designed to further align executives’ interests with those of Ingevity’s stockholders, reward executives for stockholder value creation, maintain the competitiveness of our total compensation packages, foster executive stock ownership, and promote retention. LTIP awards are granted under the 2016 Omnibus Incentive Plan, 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.”

  69. Long-Term Incentive Plan and 2023 awards

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  70. Long-Term Incentive Plan and 2023 awards

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

  71. Long-Term Incentive Plan and 2023 awards

    | 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. |

  72. Long-Term Incentive Plan and 2023 awards

    The 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 rewarding business outcomes aligned to the stockholder experience. The T&C Committee believes that the current LTIP equity allocation provides a good balance of performance and retention oriented elements. The target values of individual NEO awards are expressed as a percentage of base compensation and are set early each year by the T&C Committee. The number of RSUs and PSUs awarded is based on the closing price of the 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.

  73. Long-Term Incentive Plan and 2023 awards

    | 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 |

  74. Long-Term Incentive Plan and 2023 awards

    | * 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. |

  75. Performance-based Restricted Stock Units

    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 75th percentile rTSR as compared with the S&P 1000 Chemicals Index, and decreases the PSU payout by 15% if we are below the 25th percentile as compared with the S&P 1000 Chemicals Index. The rTSR modifier is not interpolated for performance between the 25th and 75th 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.

  76. Performance-based Restricted Stock Units

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

  77. Performance-based Restricted Stock Units

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  78. Performance-based Restricted Stock Units

    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.

  79. PSU metric adjustments

    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.

  80. 2023 PC Transformation Award

    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”*).

  81. 2023 PC Transformation Award

    The T&C Committee established challenging goals for each of 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 certified, provided that the awardee continues to 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 “Grant of Plan-Based Awards in 2023” table.

  82. Payout of 2021 PSU award

    Payout of 2021 PSU award The PSU awards granted in 2021 (“2021 PSU Awards”) had Average ROIC* and Cumulative EPS* as the performance targets for the related 2021-2023 performance period. The performance targets for 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 were paid at 67% of the target amount. Actual performance, as certified by the T&C Committee is reflected below:

  83. Payout of 2021 PSU award

    | 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% | |

  84. Payout of 2021 PSU award

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

  85. Payout of 2021 PSU award

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

  86. Payout of 2021 PSU award

    | 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 |

  87. Payout of 2021 PSU award

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

  88. Payout of 2021 PSU award

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  89. Severance arrangements

    Severance arrangements

  90. Severance and change of control agreements

    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:

  91. Severance and change of control agreements

    | (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. |

  92. Severance and change of control agreements

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  93. Severance and change of control agreements

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

  94. 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. |

  95. Severance and change of control agreements

    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 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 Code on excess parachute payments. The benefits to be received are further described under “Potential Payments Upon Certain Termination Events or a Change of Control.”

  96. Equity awards – Omnibus Plan

    Equity awards – Omnibus Plan The treatment of Ingevity’s equity awards in the event of a change of control is governed by the award agreements and our Omnibus Plan. In particular, in the event of a change of control where the 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 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 table below) and exercisable.

  97. Equity awards – Omnibus Plan

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  98. Equity awards – Omnibus Plan

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

  99. Equity awards – Omnibus Plan

    | 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. |

  100. Equity awards – Omnibus Plan

    Relevant definitions:

  101. Equity awards – Omnibus Plan

    | ■ | 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. |

  102. Equity awards – Omnibus Plan

    | INGEVITY | 2024 Proxy Statement | 57 |

  103. Equity awards – Omnibus Plan

    | ■ | 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. |

  104. Equity awards – Omnibus Plan

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

  105. Nonqualified Deferred Compensation Plan

    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 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.

  106. Nonqualified Deferred Compensation Plan

    | INGEVITY | 2024 Proxy Statement | 58 |

  107. Equity grant practices

    Equity grant practices The T&C Committee has adopted guidelines for the granting of equity-based compensation, including, among other things, a requirement that annual awards be approved by the T&C Committee at a regularly scheduled first quarter committee meeting, and a prohibition on back-dating of awards.

  108. Risk analysis

    Risk analysis At least annually, the T&C Committee 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, 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. Management and the Compensation Consultant presented their conclusions to the T&C Committee, which 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 the assessment and reviewed by the T&C Committee were: ■ the balance of the Company’s overall program design, including the mix of cash and equity compensation; ■ the mix of fixed and variable compensation; ■ the balance of short-term and long-term objectives of our incentive compensation; ■ the performance metrics, performance targets, threshold performance requirements, and capped payouts related to our incentive compensation; ■ the Company’s share ownership guidelines, including share ownership levels, retention practices, and prohibitions on hedging and other derivative transactions related to Ingevity stock; ■ the T&C Committee’s ability to exercise discretion regarding the amount of the annual and long-term incentive awards; ■ the existence of a clawback policy; and ■ internal controls and oversight structures in place at the Company. Based on its review, the T&C Committee’s deliberations, and such other matters as the T&C Committee deemed relevant, the 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.

  109. Summary Compensation Table

    Summary Compensation Table The table below includes the total compensation of our NEOs for the fiscal year ended December 31, 2023.

  110. Summary Compensation Table

    | 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 | | | 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 | | | 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 | | | 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 | | | 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 |

  111. Summary Compensation Table

    | (1) Amounts reported in this column represent salaries before contributions to the Company’s RSP and DCP. | | (2) 2023 values represent the aggregate grant date fair value of the 2023 RSU and PSU awards computed in accordance with FASB ASC Topic 718. The assumptions used in determining the grant date fair value of the RSUs and PSUs are set forth in Note 11 to our 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. For 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 grant date. For PSUs, the grant date fair value is reported assuming the target level of performance is achieved. For Mr. White, amounts include a special award of 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. Fortson - $4,800,038; Ms. Hall - $1,224,035; Ms. Cozad – $930,616; Mr. Woodcock - $855,156; and Mr. White - $1,828,118. |

  112. Summary Compensation Table

    | INGEVITY | 2024 Proxy Statement | 62 |

  113. Summary Compensation Table

    | (3) No options were awarded in 2023 | | (4) 2023 values represent cash payments made to NEOs under the STIP. See “Compensation Discussion and Analysis – Short-Term Incentive Plan and 2023 Awards” for additional information regarding the plan design, 2023 actual performance, and payouts authorized under the STIP. | | (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 - 2023 below. The amount in this column represents the actuarial increase in the present value of Mr. Woodcock’s benefits under this non-qualified Retirement Restoration Plan maintained by the Company during the 12-months ended December 31, 2023. The present value of accumulated benefits is based on benefits payable at age 65 using a discount rate of 3.10 percent and mortality based on the ’‘Pri-2012 Private Retirement Plans White Collar Mortality Table. While this amount appears as a lump sum, the normal form of payment is an annuity. These amounts are ’‘pension accounting values’’ and were not realized by Mr. Woodcock during 2023. No above market or preferential earnings are provided to any NEO on non-qualified deferred compensation. | | (6) Amounts shown in the “All Other Compensation” column for 2023 are derived as follows: |

  114. Summary Compensation Table

    | | 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 |

  115. Summary Compensation Table

    | (a) Company provided financial planning including service fees and travel expenses. | | (b) Annual matching and non-contributory contributions by the Company to the RSP. | | (c) Annual matching and non-contributory contributions by the Company to the DCP. | | (d) Annual long-term disability premium paid by the Company. | | (e) Includes tax gross-up of $177 |

  116. Summary Compensation Table

    | INGEVITY | 2024 Proxy Statement | 63 |

  117. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table reports plan-based awards granted to the NEOs during fiscal 2023. The material terms of our short- and long-term incentive compensation awards are described in “Compensation Discussion and Analysis — Compensation Design; Pay Elements.”

  118. Grants of Plan-Based Awards in 2023

    | 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 ($/ Sh) | Grant Date Fair Market Value of Stock and Option Awards(5) ($) | | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | 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 |

  119. Grants of Plan-Based Awards in 2023

    | (1) Columns reflect threshold, target, and maximum amounts potentially payable under the STIP if certain performance criteria are satisfied during the 2023 fiscal year, subject to continued employment with the Company. See “Compensation Discussion and Analysis – Short-Term Incentive Plan and 2023 Awards” for additional detail regarding the performance targets and amounts that were actually earned for 2023 performance. | | (2) Columns reflect threshold, target, and maximum number of shares that may be earned for 2023 PSUs awarded under the LTIP if certain performance goals are satisfied as of December 31, 2024, subject to continued employment with the Company. See “Compensation Discussion and Analysis – Long-Term Incentive Plan and 2023 Awards” regarding the performance targets and amounts that may be earned. 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 grant date. | | (4) No options were awarded in 2023 | | (5) Represents the grant date fair value of equity awards (PSUs and RSUs) computed in accordance with FASB ASC Topic 718. The value of the PSUs is calculated at target. |

  120. Grants of Plan-Based Awards in 2023

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  121. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The table below shows the equity awards that have been awarded by the Company to our NEOs and which remained outstanding as of December 31, 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.

  122. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | 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 |

  123. Outstanding Equity Awards at 2023 Fiscal Year End

    | INGEVITY | 2024 Proxy Statement | 65 |

  124. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | 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 |

  125. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) Options granted since 2019 vest ratably in one-third increments over a three-year period from the grant date. Options granted prior to 2019 vested in full on the third anniversary of the grant date. | | (2) The RSU awards reported in column (g) generally vest ratably in one-third increments over a three-year period tied to the 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 April 19, 2022, 25% vested on April 19, 2023, and 25% will vest on April 19, 2024; (ii) Ms.Cozad received a special RSU award that will vest in full on February 28, 2025; (iii) Mr. Woodcock received a special RSU award that 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 (i) includes PSU awards granted on February 28, 2022, which will vest as determined by the T&C Committee based on the Company’s attainment of pre-established financial metrics relating to Average ROIC and Cumulative EPS for the performance period beginning January 1, 2022 through December 31, 2024, and PSU awards granted on February 28, 2023, which will vest as determined by the T&C Committee based on the Company’s attainment of pre-established financial metrics relating to Average ROIC and Cumulative EPS for the performance period beginning January 1, 2023 through December 31, 2025. With respect to Mr. White, column (i) also includes a special PSU award granted on May 1, 2023, which will vest as determined by the T&C Committee based on the Company’s attainment of pre-established metrics relating to AFA Product Volume and AFA EBITDA Margin for the performance period beginning May 1, 2023 through June 30, 2025. | | The number of PSU shares for the awards granted in 2021, 2022, and 2023 shown at target based on interim performance through the end of fiscal 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. |

  126. Outstanding Equity Awards at 2023 Fiscal Year End

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  127. Option Exercises and Stock Vested During Fiscal 2023

    Option Exercises and Stock Vested During Fiscal 2023 This table shows the stock options that were exercised by, and the RSUs that vested for, each of our NEOs during 2023.

  128. Option Exercises and Stock Vested During Fiscal 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 |

  129. Option Exercises and Stock Vested During Fiscal 2023

    | (1) The value realized on exercise of an Option equals the number of shares for which the Option was exercised multiplied by the excess of the closing market price of our Common Stock on the exercise date over the exercise price per share. | | (2) 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. | | (3) Column represents the value of the awards using the closing price of Common Stock on the date of 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. |

  130. Option Exercises and Stock Vested During Fiscal 2023

    | INGEVITY | 2024 Proxy Statement | 67 |

  131. Pension Benefits Table – 2023

    Pension Benefits Table – 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 Company maintains the Retirement Restoration Plan, a non-qualified plan that mirrors benefits provided under a qualified defined benefit pension plan sponsored and maintained by our former parent, WestRock (the “WestRock Pension Plan”). The Retirement Restoration Plan was adopted by the Company to honor obligations under the Employee Matters Agreement between the Company and WestRock to pay certain assumed historic liabilities transferred as a result of the separation 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.

  132. Pension Benefits Table – 2023

    | 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 | – |

  133. Pension Benefits Table – 2023

    | (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. |

  134. Understanding our Pension Benefits Table

    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% 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% 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 Code limits. Mr. Woodcock, while a participant in this plan, no longer accrues any benefit under this plan. Benefits are payable in annuity form only, and a lump sum is not available. The underlying plan, the WestRock Pension Plan, to which our Retirement Restoration Plan relates, was frozen on December 31, 2015. Accordingly, the values above represent a historic liability accrued under the WestRock Pension Plan with respect to service performed for WestRock, not Ingevity.

  135. Non-Qualified Deferred Compensation at 2023 Fiscal Year End

    Non-Qualified Deferred Compensation at 2023 Fiscal Year End The Company maintains a non-qualified deferred compensation plan that permits executives to defer up to 80% of their base salary and 80% of their short-term incentive compensation. The plan also operates as an excess benefit plan enabling employees to defer salary, Company matching, and other non-contributing contributions in excess of Code limits that apply to the RSP. The DCP provides for a Company match of up to 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 RSP including two additional funds. The Company adopted the use of a Rabbi Trust, which is funded through the purchase of Company-owned life insurance.

  136. Non-Qualified Deferred Compensation at 2023 Fiscal Year End

    | INGEVITY | 2024 Proxy Statement | 68 |

  137. Non-Qualified Deferred Compensation at 2023 Fiscal Year End

    The table below includes information on each of our NEO’s non-qualified deferred compensation plan accounts for 2023.

  138. Non-Qualified Deferred Compensation at 2023 Fiscal Year End

    | | 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 |

  139. Non-Qualified Deferred Compensation at 2023 Fiscal Year End

    | (1) Amounts for each NEO represents contributions made by such NEO during 2023 and is reported as 2023 compensation under “Salary” in the Summary Compensation Table. | | (2) Amounts represent Company contributions during 2023 that exceeded the qualified plan contribution and compensation limits applicable to matching, nonelective, and transition contributions that would otherwise have been made to the RSP, but for the limits applicable to the RSP. These amounts are reported as “All Other Compensation” in the Summary Compensation Table. | | (3) Represents the balance of each participating NEO’s account under the DCP as of December 31, 2023. For each NEO, the portion of the aggregate balance at 2023 fiscal year end that was reported in the Summary Compensation Table for prior fiscal years is as follows: Mr. Fortson $881,389, Ms. Hall $13,661, Ms. Cozad $64,136, Mr. Woodcock $1,629,926, and Mr. White $187,839. |

  140. Potential Payments Upon Certain Termination Events or a Change of Control

    Potential Payments Upon Certain Termination Events or a Change of 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 benefits that would be payable to each of our NEOs if he or she had experienced the termination or change of control events indicated below on December 31, 2023. The table below does not include amounts under the RSP or DCP, accrued but unused vacation, disability benefits, or other benefits payable to the 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.

  141. Potential Payments Upon Certain Termination Events or a Change of Control

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  142. Potential Payments Upon Certain Termination Events or a Change of Control

    | | 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 |

  143. Potential Payments Upon Certain Termination Events or a Change of Control

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  144. Potential Payments Upon Certain Termination Events or a Change of Control

    | | 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 |

  145. Potential Payments Upon Certain Termination Events or a Change of Control

    | (1) Under the “change of control with qualified termination (assuming replacement awards issued)” column, reflects payout upon a change of control and either a termination 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 such change of control, under the terms of the Severance and Change of Control agreements and Omnibus Plan. Under the “change of control with no replacement awards issued” column, reflects payout upon a change of control with no replacement awards on December 31, 2023 under the terms of the 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 of Control agreements provide for the payment of cash severance in the amount of two times the sum of the executive’s base salary and target STIP for Mr. Fortson, and one times the sum of the executive’s base salary and target STIP for all other NEOs. With respect to an involuntary termination of employment by the Company, 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, the Severance 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 and target STIP for Mr. Fortson, and two times the sum of the executive’s base salary and target STIP for all Other NEOs. | | (3) Represents the value of STIP (assuming target performance levels) payable upon termination under the Severance and Change of Control agreements. Actual payout for 2023 was at 17.0% of target for Mr. Fortson, 20.0% of target for Ms. Hall, 20.0% of target for Ms. Cozad, 84.1% of target for Mr. Woodcock, and 15.0% of target for Mr. White. Because this table depicts a termination on December 31, 2023, the amounts are not prorated. In the event an NEO departed the Company prior to the last day of the year, the amounts would be prorated. | | (4) The treatment of Options, RSUs, and PSUs on the termination events is set forth under “Compensation Discussion and Analysis – Other Compensation and Benefits – 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 Common Stock 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 was the 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. The outstanding options held by each NEO have no intrinsic value as they are underwater. For this reason, no amount has been reported in the table for each triggering 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, absent a change of control, the Severance and Change of Control agreements provide for the payment of the cost of two-years of health coverage for Mr. Fortson, and one year of health coverage for all other NEOs. With respect to an involuntary termination of employment by the Company, other than for Cause, or a Good Reason termination by the executive, within the two year period following a change of control, the Severance and Change of Control agreements provide for the payment of the cost of three years of health coverage for Mr. Fortson, and two years of health coverage for 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 and Change of Control agreements, as well as one year of financial counseling ($15,000). | | (8) Both Mr. Woodcock and Ms. Hall are entitled to benefits upon Retirement. |

  146. Potential Payments Upon Certain Termination Events or a Change of Control

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  147. CEO Pay Ratio—2023

    CEO Pay Ratio—2023 In accordance with SEC rules, we are providing the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the Company’s median 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, 2023 to identify our median employee. The following pay elements were included in determining the annual total cash compensation for each employee.

  148. CEO Pay Ratio—2023

    | ■ | 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) |

  149. CEO Pay Ratio—2023

    Our calculation includes all full-time, part-time and temporary employees of the Company and its subsidiaries (except the CEO) as of December 31, 2023. Our total U.S. and Non-U.S. employee population was 1,892 as of 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 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” shown for our CEO in the “Summary Compensation Table.” The annual total compensation for 2023 for our CEO was $5,291,062 and for the Median Employee was $86,705. The resulting ratio of our CEO’s total compensation to the Median Employee for 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 applicable SEC regulation, based on our payroll and employment records and the methodology described above. Given the varying methodologies used to determine pay ratio estimates, the Company’s pay ratio reported above should not be used as a basis for comparison between companies.

  150. Pay Versus Performance

    Pay Versus Performance The table below includes the compensation of our NEOs and company performance metrics for fiscal years ended December 31, 2023, 2022, 2021, and 2020.

  151. Pay Versus Performance

    | | 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 |

  152. Pay Versus Performance

    | (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. |

  153. Pay Versus Performance

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  154. Pay Versus Performance

    The table below shows the additions and deductions to calculate Compensation Actually Paid as well as the executives covered in each fiscal year.(1)

  155. Pay Versus Performance

    | | 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 | | 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 |

  156. Pay Versus Performance

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  157. Pay Versus Performance

    | | 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 |

  158. Pay Versus Performance

    | (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. |

  159. Pay Versus Performance

    | INGEVITY | 2024 Proxy Statement | 74 |

  160. Descriptions between Compensation Actually Paid and Company and Peer Group Performance

    Descriptions between Compensation Actually Paid and Company and Peer Group Performance The charts below provide an 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.

  161. Descriptions between Compensation Actually Paid and Company and Peer Group Performance

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