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You received these materials (the “Proxy Materials”) because you owned shares of common stock (the “Common Stock”) of Ingevity Corporation, a Delaware corporation (“Ingevity,” the “Company,” “we,” “us,” and “our”), as of the close of business

on March 7, 2017 (the “Record Date”) and are therefore entitled to vote at Ingevity’s annual meeting of stockholders to be held on April 27, 2017 (the “Annual Meeting”).

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The Proxy Materials you received include the Notice of the Annual Meeting, our proxy statement for the Annual Meeting (the “Proxy Statement”), a proxy card and our 2016 annual report to stockholders (the “Annual Report”), which includes

our Annual Report on Form 10-K for the year ended December 31, 2016. These materials provide you with important information about us, the Annual Meeting and the proposals to be voted on at the Annual Meeting.

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A proxy is your legal designation of another person to vote the shares of Common Stock you owned as of the Record Date. The person you designate to vote your shares is called a proxy. When you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card.

The proxy card included with these materials is solicited by our Board of Directors (the “Board”) for the Annual Meeting.

If you are a stockholder of record, by signing and returning the enclosed proxy card you will be designating Katherine P. Burgeson and Ryan C. Fisher to vote your shares of Common Stock at the Annual Meeting in the manner indicated. As a stockholder of record, you may also designate your proxies and direct your votes for the Annual Meeting over the internet, by phone or in person at the Annual Meeting, as described below.

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Your voting method depends on whether you are a stockholder of record or a beneficial owner.

Stockholder of Record. If you are a stockholder of record, you may vote using one of the following methods:

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By mail by completing, signing and returning the enclosed proxy card.

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We encourage you to vote over the Internet. Instructions for voting by proxy over the Internet, by telephone or by mail are set forth on the enclosed proxy card. Please follow the directions on the proxy card carefully. Even if you plan to attend the Annual Meeting in person, we encourage you to vote your shares ahead of time by proxy.

Beneficial Owner. If you are a beneficial owner, you may vote by following the instructions on the voting instruction form or notice provided to you by the bank or broker that holds your shares.

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If you are a stockholder of record, you may revoke your proxy and change your vote before the polls close at the Annual Meeting by doing one of the following:

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Voting again by telephone or over the Internet prior to 11:59 p.m., Eastern Daylight Time, on April 26, 2017.

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Giving written notice to the Corporate Secretary of the Company.

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If you are a beneficial owner, please check your voting instruction form or contact the bank or broker that holds your shares for instructions on how to revoke or change your voting instruction.

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If your shares are registered in your name on the books and records of our transfer agent, you are a “stockholder of record.” We therefore sent the Proxy Materials directly to you.

If your shares are held for you in the name of your broker or bank, your shares are held in “street name” and you are considered the “beneficial owner” of your shares and the broker or bank is considered to be the stockholder of record.

If you are a beneficial owner, the Proxy Materials have been forwarded to you by the broker or bank that holds your shares and, as the beneficial owner, you have the right to direct your broker or bank on how to vote your shares by using the voting instruction form or notice provided to you with the Proxy Materials.

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The Annual Meeting will be held on April 27, 2017 at 9:30 a.m., Eastern Daylight Time, at The Daniel Island Club, 600 Island Park Dr., Charleston, South Carolina. The meeting

room will open at 9:00 a.m. and registration will begin at that time. Stockholders who are entitled to vote, and our invited quests, may attend the Annual Meeting.

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What you need in order to attend the Annual Meeting depends upon whether you are a stockholder of record or beneficial owner.

Stockholders of Record. If you are a stockholder of record and plan to attend the Annual Meeting, please bring a copy of your admission ticket included on your proxy card and photo identification. Stockholders of record who do not present a copy of his or her admission ticket will be admitted only upon verification of ownership at the admission counter. Once admitted to the Annual Meeting, stockholders of record

may vote their shares in person by completing the ballot made available at the meeting.

Beneficial Owner. If you are a beneficial owner and plan to attend the Annual Meeting, you must present proof of your ownership of shares of Common Stock as of the Record Date, such as a bank or brokerage account statement, and photo identification. If you wish to vote at the Annual Meeting, you must also bring a legal proxy provided by the bank or broker that holds your shares.

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In order for us to conduct the Annual Meeting, a majority of the shares outstanding as of the Record Date, or 21,070,568 shares, must be present in person or by proxy. This is referred to as a quorum. If a share is represented for any matter at the Annual Meeting, it is deemed to be present for quorum purposes. Abstentions and shares held of record by

a bank or broker or its nominee (“Broker Shares”) that are voted on any matter are included in determining the number of shares present at the Annual Meeting. However, Broker Shares that are not voted on any matter at the Annual Meeting will not be included in determining whether a quorum is present at such meeting.

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The following proposals will be voted on at the Annual Meeting, along with any other business properly presented at the meeting:

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Proposal No. 1 — Election of the two director nominees named in this Proxy Statement.

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Proposal No. 2 — Adopt the 2017 Ingevity Corporation Employee Stock Purchase Plan (the “ESPP”).

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Proposal No. 3 — Approve the material terms for qualified performance-based compensation for Section 162(m) of the Internal Revenue Code purposes under the Ingevity Corporation 2016 Omnibus Incentive Plan (the “Omnibus Plan”).

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Proposal No. 4 — Approval, on an advisory (non-binding) basis, of the compensation paid to Ingevity’s named executive officers (“Say-on-Pay”).

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Proposal No. 5 — Selection, on an advisory (non-binding) basis, of the frequency of future Say-on-Pay votes (“Say-on-Frequency”).

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Proposal No. 6 — Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2017.

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The Board recommends that you vote “FOR” both director nominees named in this Proxy Statement, “FOR” Proposals 2, 3, 4 and 6 and for “ONE YEAR” on Proposal 5.

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Proposal No. 1: To be elected as a director, each nominee will need to receive a majority of the votes cast, which means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” the director nominee. Any director nominee who is not elected shall offer to tender his or her resignation to the Chairman of the Board and the Nominating and Governance Committee. Abstentions and broker non-votes will have no effect on the outcome of the election of directors.

Proposal No. 2: An affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required for approval of the adoption of the ESPP. Abstentions will have the same effect as voting against this proposal because they are considered present and entitled to vote on this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 3: An affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required to approve the material terms for qualified performance-based compensation for Section 162(m) of the Internal Revenue Code purposes under the Omnibus Plan. Abstentions will have the same effect as voting against this proposal because they are considered present and entitled to vote on this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 4: An affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal is

required to approve, on an advisory basis, the compensation paid to Ingevity’s named executive officers. Abstentions will have the same effect as voting against this proposal because they are considered present and entitled to vote on this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 5: For the Say on Frequency proposal, the option (one, two or three years) that receives an affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal will be adopted for state law purposes. However, in the absence of a majority vote for one of these frequency options, the Company will consider stockholders to have expressed a non-binding preference for the frequency option that receives the most favorable votes. Abstentions will have the same effect as voting against this proposal because they are considered present and entitled to vote on this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 6: An affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required for the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2017. Abstentions will have the same effect as voting against this proposal because they are considered present and entitled to vote on this proposal. Broker non-votes will have no effect on the outcome of this proposal.

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If you are a beneficial owner and hold shares through an account with a bank or broker, your shares may be voted on certain matters even if you do not provide voting instructions. Brokerage firms have the discretionary authority under the New York Stock Exchange (“NYSE”) rules to vote shares for which their customers do not provide voting instructions on “routine” matters. The ratification of the appointment of PricewaterhouseCoopers LLP is considered a

routine matter. The election of directors, the approval of the ESPP, the approval of the Omnibus Plan, the advisory approval of the Say-on-Pay proposal and the advisory selection for the Say-on-Frequency proposal are not considered routine. When a matter is not routine and the brokerage firm has not received voting instructions from the beneficial owner, the brokerage firm cannot vote the shares on that matter. This is called a broker non-vote.

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Proxies signed and returned by stockholders of record that do not contain voting instructions will be voted:

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“FOR” the election of each of the director nominees named in this proxy statement,

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“FOR” the approval of the material terms for qualified performance-based compensation for Section 162(m) of the Internal Revenue Code purposes under the Omnibus Plan,

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“FOR” the ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, and

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in accordance with the best judgment of the named proxies on any other matters properly brought before the Annual Meeting.

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As of the date of this Proxy Statement, we are not aware of any other matter that will be properly brought before the Annual Meeting. If other matters are properly introduced, the

persons named in the proxy as the proxy holders will vote on such matters in their discretion.

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Householding refers to a procedure allowed by the SEC to reduce the number of copies of proxy materials mailed to one address. Under this procedure, we will deliver one set of printed Proxy Materials to stockholders of record residing at the same address, unless we receive instructions from such stockholders to the contrary. If you reside at the same address as other stockholders of record and would like to receive a separate set of Proxy Materials, please contact us at 1-844-643-8489 (1-84-INGEVITY) or at Ingevity

Corporation, 5255 Virginia Ave, N. Charleston, SC 29406, Attn: Katherine P. Burgeson, Secretary, and we will promptly deliver a separate set to you. If you and other stockholders of record residing at the same address received multiple sets of the Proxy Materials and would like to receive a single set in the future, please contact us as described above. Beneficial owners with questions about combined mailings should contact the bank or broker holding their shares.

Ingevity’s Board currently consists of seven members. Pursuant to our certificate of incorporation, until 2019, our Board will be divided into three classes with staggered terms. Class I is comprised of two directors, Class II is comprised of two directors and Class III is comprised of three directors. The directors designated as Class I directors have terms expiring at the Annual Meeting. The directors designated as Class II directors have terms that will expire at the 2018 annual meeting of stockholders (the “2018 Annual Meeting”), and the directors designated as Class III directors have terms that will expire at the 2019 annual meeting of stockholders (the “2019 Annual Meeting”).

Commencing with this Annual Meeting, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the 2019 Annual Meeting. Beginning at the 2019 Annual Meeting, all of our directors will stand for election each year for annual terms, and our Board will therefore no longer be divided into three classes.

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

The Board has nominated Richard B. Kelson and D. Michael Wilson for election as Class I directors. Both of the nominees are current members of the Board. Mr. Wilson currently serves as our CEO and Mr. Kelson serves as Chairman of our Board.

The Nominating and Governance Committee (the “Governance Committee”) recommended both Mr. Kelson and

Mr. Wilson for nomination. Based on this recommendation and each nominee’s credentials and experience outlined below, the Board has determined that each such nominee can make a significant contribution to the Board and should serve as a director of the Company.

Any director who is not elected shall offer to tender his or her resignation to the Chairman of the Board and the Governance Committee. The Governance Committee will promptly consider the resignation offer and make a recommendation to the Board as to whether to accept or reject the tendered resignation and whether other action should be taken. The Board will act on the tendered resignation within 90 days following the stockholders’ meeting at which the election occurred. The Governance Committee, in making its recommendation, and the Board, in making its decision, may consider all the information, factors and alternatives it considers appropriate. Any director who offers his or her resignation pursuant to this provision may not participate in the Governance Committee deliberations and recommendation or in the Board’s decision whether to accept or reject the resignation offer.

The information below provides biographical information about each continuing director and each nominee for director, including information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that factored into the Board’s determination that the person should serve as a director of the Company. All of the preceding seven persons currently serve as directors of Ingevity since the Company became public on May 15, 2016.

Richard B. Kelson (age 70). Mr. Kelson is currently the Chairman of our Board. He is also the Chairman, President, and CEO of ServCo LLC, where he has served in that capacity since July 2009. Mr. Kelson also served as Alcoa Inc.’s Executive Vice President and CFO for nearly a decade, retiring in 2006 as Chairman’s Counsel. Prior to that, he was Alcoa, Inc.’s Executive Vice President — Environment, Health and Safety and General Counsel, and a member of the Executive Counsel, the senior leadership group that provides strategic direction for the company. He also served as an Operating Advisor with Pegasus Capital Advisors, L.P., a private equity fund manager. Mr. Kelson served as a member of the Board of Directors of MeadWestvaco Corporation, and its predecessor, Westvaco Corporation, from 2001 to 2015, and has served as a member of the Board of Directors of PNC Financial Services Group, Inc. since 2002, Anadigics, Inc. from February 2015 to March 2016, and Commercial Metals Company since 2010, where he is lead director. Mr. Kelson has served as a director of Evocative Design LLC, a privately

held company, since 2011, and has also served as a director of Shale-Inland Holdings, LLC (d/b/a FloWorks International, LLC), a privately held company, since 2012. He served as a Director of Lighting Science Group Corporation. Mr. Kelson has also served on various non-profit boards. Mr. Kelson’s qualifications to serve as a director include substantial experience in the areas of finance, safety and environment, and law, which he gained during his service as an executive officer of a major publicly traded global company. Mr. Kelson also brings to the board legal expertise, having served as general counsel for Alcoa, Inc. In addition, Mr. Kelson brings additional public company board experience and leadership to our Board.

D. Michael Wilson (age 54). Mr. Wilson serves as President and Chief Executive Officer of Ingevity. Mr. Wilson came to Ingevity from Albemarle Corporation, where he served as Executive Vice President of Albemarle and President of Albemarle’s Performance Chemicals business in 2015. Mr. Wilson served as President of Albemarle’s Catalyst

Solutions business from September 2013 through 2014 and held a variety of business unit leadership roles at FMC Corporation over the course of more than fifteen years, including group head of Industrial Chemicals from 2003 to 2010, and President of the Specialty Chemicals group from 2011 to 2013. Prior to FMC Corporation, Mr. Wilson served various roles at Wausau Papers and Rexam. He holds a Bachelor of Science degree in chemistry from the University of North Carolina and a Master of Business Administration

from the Kenan-Flagler Business School at the University of North Carolina. Mr. Wilson’s qualifications to serve as director include his significant industry experience, as he has worked in the chemicals industry for more than fifteen years. Furthermore, through his prior service as an executive officer for various companies, he has a track record of achieving growth through strategic positioning and mergers and acquisitions.

J. Michael Fitzpatrick (age 70). Dr. Fitzpatrick is a member of the Board of Directors of McCormick & Company, a manufacturer of spices, herbs and flavorings, and serves on its Audit Committee. Dr. Fitzpatrick has served as a director since November 2001. He also has served as Chairman of the Board of Directors of Aurora Plastics, Inc., a privately held company, since August 2016. Dr. Fitzpatrick previously served as a director of NOVOLEX, a privately held company, from 2013 to 2016. Dr. Fitzpatrick has been an Executive Advisor Partner at Wind Point Partners since March 2005, and was Chairman and Chief Executive Officer of Citadel Plastics Holdings, Inc., a plastics manufacturer, from March 2007 to 2012. Previously, Dr. Fitzpatrick spent thirty years with Rohm & Haas Company, serving most recently as President and COO. Dr. Fitzpatrick served on the Board of Directors of Carpenter Technology Corporation, and on the Board of Directors of SPX Corporation. Dr. Fitzpatrick serves on various non-profit boards. Dr. Fitzpatrick’s qualifications to serve as director include senior executive experience at a publicly traded multinational company, general management experience in international operations, a high level of financial literacy, and extensive experience in mergers and acquisitions.

Frederick J. Lynch (age 52). Mr. Lynch has served as President of Masonite International Corporation, a global manufacturer of interior doors and entry door systems, since July 2006 and Chief Executive Officer since May 2007. He has served on the Masonite International Corporation Board of Directors since June 2009. Masonite filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code on March 16, 2009 and emerged from reorganization proceedings on June 9, 2009. Mr. Lynch joined Masonite from Alpharma Inc., where he served as President of the human generics division and Senior Vice President of global supply chain. Prior to joining Alpharma, Mr. Lynch spent nearly 18 years at Honeywell International Inc., most recently as Vice President and General Manager of its specialty chemical business. Mr. Lynch serves on various non-profit boards. Mr. Lynch’s qualifications to serve as a director include his extensive global operating experience in midsize to Fortune 100 multinational manufacturing corporations, which has provided him with a deep knowledge of international business and strategic planning.

Jean S. Blackwell (age 62). Ms. Blackwell has served as a member of the Board of Directors, a member of the Audit Committee, and the Chair of the Nominating and Governance Committee of Celanese Corporation, a global technology and specialty materials company, since March 2014. She has also served as a member of the Board of Directors of Essendant Inc. (formerly United Stationers Inc.), a leading national wholesale distributor of business products, since May 2007. She is currently Chair of the Governance Committee and a member of the Finance Committee at Essendant. She previously served as a member of the Board of Directors and Chair of the Audit Committee of Phoenix Companies, Inc., a life insurance company. Ms. Blackwell served as CEO of Cummins Foundation and Executive Vice President of Corporate Responsibility of Cummins Inc. from March 2008 until her retirement in March 2013. At Cummins she previously served as Executive Vice President and CFO, Vice President, Cummins Business Services, Vice President, Human Resources, and Vice President and General Counsel. Prior to joining Cummins, Ms. Blackwell served as the Budget Director for the State of Indiana, and as the Executive Director of the Indiana State Lottery Commission. Prior to her service on the State Lottery Commission, Ms. Blackwell was a

partner at Bose McKinney & Evans LLP, where she practiced in the area of financial and real estate transactions. Ms. Blackwell has served, and continues to serve, on various non-profit boards. Ms. Blackwell’s qualifications to serve as director include her in-depth knowledge of the business operations of a publicly traded company and a strong financial acumen from her senior management experience with various companies, including prior directorships at several public companies. She has a thorough understanding of public company financial reporting and is well versed in internal controls.

Luis Fernandez-Moreno (age 54). Mr. Fernandez-Moreno served as Senior Vice President of Ashland Inc., a specialty chemical company, from October 2013 and President of its Chemicals Group from April 2015 through February 2017. He previously served as President of Ashland Specialty Ingredients from October 2013 until April 2015. From November 2012 to October 2013, he was President of Ashland Water Technologies. Mr. Fernandez-Moreno served as Executive Vice President of HTH Water Products & Wood Protection for Arch Chemicals, Inc., from September 2010 until October 2011. Prior to joining Arch Chemicals,

Mr. Fernandez-Moreno spent approximately 25 years at Rohm & Haas Company until it was acquired by Dow Chemical Company, after which he managed the newly-formed Dow Coatings Materials business until August 2010. Mr. Fernandez-Moreno’s qualifications to serve as director include his extensive experience in the chemicals industry, specifically his service as an executive officer of Ashland Inc., as well as his background in the development and implementation of merger and acquisitions plans, including successful acquisitions, joint ventures, and divestitures.

Daniel F. Sansone (age 64). Mr. Sansone has served as a member of the Board of Directors, a member of the Audit Committee, and Chairperson of the Compensation Committee of AdvanSix Inc. since September 2016. He also

served as Executive Vice President of Strategy at Vulcan Materials Company from January 2014 to December 2014. Vulcan, an S&P 500 company, is the largest U.S. producer of construction aggregates and a major producer of ready-mixed concrete, asphalt mix and cement. At Vulcan he served as Executive Vice President and CFO from February 2010 to January 2014. Mr. Sansone had previously served at Vulcan as Senior Vice President and CFO. He previously was President of Vulcan’s Southern and Gulf Coast Division. Mr. Sansone serves on various non-profit boards. Mr. Sansone’s qualifications to serve as a director include his 40 years of general management and financial experience both as an executive officer and board member of public companies.

Our Company is managed under the direction of our Board, which has adopted a set of Corporate Governance Guidelines (the “Governance Guidelines”) to set forth certain corporate governance practices. The Governance Committee is responsible for reviewing periodically the Governance

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

Our Board annually conducts an assessment of the independence of each director in accordance with our Governance Guidelines, applicable rules and regulations of the SEC, and the general listing standards of the NYSE. The Board assesses each director’s independence by reviewing any potential conflicts of interest and significant outside relationships. In determining each director’s independence, the Board broadly considers all relevant facts and circumstances, including specific criteria included in the NYSE’s general listing standards. For these purposes, the NYSE requires the Board to consider certain relationships that existed during a three-year look-back period. The Board considers the materiality and importance of such relationships not merely from the standpoint of the director,

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

Upon the recommendation of our Governance Committee, the Board has affirmatively determined that, with the exception of Mr. Wilson, Ingevity’s Chief Executive Officer, each of the remaining directors — Ms. Blackwell, and Messrs. Kelson, Fernandez-Moreno, Fitzpatrick, Lynch, and Sansone, is independent.

Our Board meets on a regularly scheduled basis during the year to review significant developments affecting our Company and to act on matters requiring board approval, and may hold special meetings between scheduled board meetings when appropriate. Following the legal separation of Ingevity from Westrock Company (“Westrock”) into a newly formed, independent, publicly traded company on May 15,

2016 (the “Separation”), the Board met four times during fiscal year 2016. All directors attended 75% or more of these meetings and the meetings of all committees of the Board on which they served that were held during fiscal year 2016 since the Separation and during the periods in which they were directors or served on such committees.

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

Chairman of the Board. Our Governance Guidelines also require that the independent members of our Board meet in executive session at least once a year.

Our Board has determined that having an independent director serve as the Chairman of the Board is currently the best leadership structure for the Company. Separating the positions of Chairman and CEO allows the CEO to focus on

executing the Company’s strategic plan and managing the Company’s operations and performance and permits improved communications and relations between the Board, the CEO and other senior leaders of the Company. Our Board

regularly reviews the Company’s Board leadership structure, how the structure is functioning and whether the structure

continues to be in the best interest of our stockholders.

To avoid the risk of loss from unethical or illegal conduct, the Company maintains three codes of business conduct and ethics (collectively, the “Codes of Ethics”) to focus the Board and management on areas of ethical risk, provide guidance to personnel to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help to foster a culture of honesty and accountability. The Codes of Ethics include:

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Code of Ethical Conduct for CEO and Senior Financial Officers, which applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, as well as any other senior financial officers who may be designated from time to time by the CEO,

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

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

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Each of the Codes is available for review on our website at http://ir.ingevity.com/governance/codes-of-conduct. This website is also where we will disclose, to the extent and in the manner permitted by Item 5.05 of Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the nature of any amendment to the Codes of Ethics (other than technical, administrative, or other non-substantive amendments), our approval of any material departure from a provision of the Codes of Ethics, and our failure to take action within a reasonable period of time regarding any material departure from a provision of the Codes of Ethics that has been made known to any of our executive officers.

Any waiver of the Codes of Ethics for executive officers or directors will be made only by the Board or its Governance Committee. In support of the Codes of Ethics, we have provided employees with a number of avenues for the reporting of ethics violations or similar concerns, including an anonymous telephone hotline.

Our Board believes that full and open communication between management and the Board is essential for effective risk management and oversight. Our Board meets with our Chief Executive Officer and other senior management at regular Board meetings to discuss strategy and risks facing the Company. Periodically, senior management delivers presentations to our Board or a Board committee regarding strategic matters and matters involving material risk. Our Board also holds strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for the Company.

While our Board is ultimately responsible for risk oversight, our Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of disclosure controls and procedures, information

technology and cyber security risk and legal and regulatory compliance. The Audit Committee also discusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposure. The Compensation Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, corporate governance and succession planning for our directors. While Board committees are responsible for assisting the Board in evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed through management and committee reports about such risks and steps taken to manage and mitigate them.

Interested parties, including stockholders, may communicate by mail with all or selected members of the Board. Correspondence should be addressed to the Board or any individual director(s) or group or committee of directors either by name or title (for example, “Chairman of the Board,” “Chair of the Nominating and Governance Committee” or “All Non-Management Directors”). All correspondence should be sent via U.S. Mail to: Ingevity Corporation, 5255 Virginia Ave,

N. Charleston, SC 29406, Attn: Katherine P. Burgeson, Secretary, or by Email to: corporatesecretary@ingevity.com. In general, any communication delivered to the Company for forwarding to the Board, a Board committee, a particular group of directors or specified Board members will be forwarded in accordance with the stockholder’s instruction, except that we reserve the right not to forward any abusive, threatening or otherwise inappropriate materials.

The Board has three standing committees which met during fiscal year 2016: the Audit Committee, the Governance Committee, and the Compensation Committee. Each of these committees is composed entirely of directors who have been determined by the Board to be independent under current NYSE standards. Each committee operates under a charter approved by the Board setting out the purposes and responsibilities of the committee. The committees and the Board periodically review and, as appropriate, revise the

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

Ms. Blackwell and Messrs. Kelson, Fitzpatrick and Lynch are the current members of our Executive Committee, and Mr. Kelson is Chair of the committee.

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

(1) approve or adopt or recommend to the stockholders any action or matter (other than the election or removal of directors) that Delaware law requires to be approved by stockholders; or (2) adopt, amend or repeal our bylaws.

Ingevity’s Executive Committee held no meetings during fiscal 2016.

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

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

The Audit Committee assists our Board in fulfilling its responsibilities with respect to the oversight of: (1) the integrity of our financial statements; (2) our system of internal control over financial reporting; (3) the performance of our internal audit function; (4) the independence, qualifications and performance of our independent auditor; (5) our risk review and system of compliance with legal and regulatory requirements; and (6) our financial management and resources. Among other things, the Audit Committee, under its charter, directly appoints, compensates, retains and oversees the work of our independent auditor, which reports directly to the Audit Committee. The other principal duties and responsibilities of the Audit Committee are set forth in its charter. Ingevity’s Audit Committee held six meetings during fiscal 2016.

Ms. Blackwell and Messrs. Kelson, Lynch and Sansone are the current members of our Compensation Committee, and Mr. Lynch is Chair of the Compensation Committee. The Board has determined that all members of the Compensation Committee are independent as defined in the applicable listing standards of the NYSE, including the heightened independence standards applicable to compensation committee members.

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

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

The other principal duties and responsibilities of the Compensation Committee are set forth in its charter. Ingevity’s Compensation Committee held five meetings during fiscal 2016.

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

performing similar functions) or on the board of directors of any entity at which a member of the Compensation Committee or Board served as an executive officer.

Messrs. Kelson, Fernandez-Moreno, Fitzpatrick and Lynch are the current members of the Governance Committee, and Mr. Fitzpatrick serves as the Chair. The Board has determined that all members of the Governance Committee are independent as defined in the applicable listing standards of the NYSE.

The purpose of the Governance Committee is to assist the Board in fulfilling its corporate governance responsibilities, including, without limitation, with respect to identifying and recommending qualified candidates for our Board and its committees; overseeing the evaluation of the effectiveness of

the Board and its committees; reviewing matters on corporate governance, including trends and current practices and developing and recommending Corporate Governance Guidelines and other governance policies and procedures. The Governance Committee will also consider and evaluate candidates properly submitted for nomination by stockholders in accordance with the procedures set forth in our bylaws.

The principal duties and responsibilities of the Governance Committee are set forth in its charter. Ingevity’s Governance Committee held five meetings during fiscal 2016.

The Governance Committee evaluates all director candidates in accordance with the director qualification standards described in our Governance Guidelines. These standards include (1) an absence of conflicts of interest and other legal and ethical issues that would interfere with such candidate’s service as a director, (2) a commitment to serve as a director in accordance with our Governance Guidelines, (3) a willingness and ability to devote sufficient time and energy to carry out his or her duties, and (4) having sufficient experience to enable the director to meaningfully participate in deliberations of the Board and one or more of its

committees and to otherwise fulfill his or her duties. In addition, the Governance Committee will evaluate a candidate’s independence, skills and experience in the context of our Board’s needs. While the Board does not have a specific diversity policy, pursuant to our Governance Guidelines, the Board strives to select as director candidates a mix of individuals who represent diverse experience, background and thought at policy-making levels that are relevant to the Company’s activities, as well as other characteristics that will contribute to the overall ability of the Board to perform its duties and meet changing conditions.

The Governance Committee will consider director candidates recommended by stockholders and will do so in the same manner as candidates recommended by other sources. Any stockholder wishing to recommend a director candidate should provide the Governance Committee with the

information required by the Company’s bylaws to be provided with respect to director nominees submitted by stockholders. The process for stockholders to nominate an individual for election as a director is discussed on page 51.

Each non-employee director receives $75,000 as an annual cash retainer for service as a director. Directors who are also employees of the Company receive no additional compensation for service as a director.

Each non-employee director who serves as either the Board Chair or as a Committee Chair receives an additional retainer as follows: Chairman of the Board: $70,000; Audit Committee Chair: $15,000, Compensation Committee Chair: $10,000 and Governance Committee Chair: $10,000.

Each non-employee director receives an annual award grant of Ingevity restricted stock units (“RSUs”) equivalent to $90,000 at the time of grant. In 2016, the RSU awards were made to non-employee directors under the Omnibus Plan and under the terms and conditions applicable to their grants. The directors become vested in their RSUs on the first anniversary of the award date. For the fiscal year ended 2016, the number of RSUs granted was determined based on the average of the high and low price of the Company’s Common Stock as traded on the NYSE on May 27, 2016.

In 2016, the Compensation Committee approved a plan permitting non-employee directors to elect to receive their 2017 annual cash retainer (both regular annual retainer for Board service, Board Chair retainer and Committee Chair

retainer) in the form of deferred stock units (“DSUs”) under the Omnibus Plan. In addition, each non-employee director may also elect to receive their annual stock RSU award in the form of DSUs. DSUs representing cash retainers would be 100% vested, but settled upon termination of service with the Board. RSUs converted into DSUs (annual stock award) would be subject to 1-year vesting and also settled upon termination of service with the Board.

A non-employee director must make his or her election to receive DSUs (in lieu of cash or RSUs) by December 31 of the calendar year preceding the year in which the compensation is earned. No changes to the DSU distribution date are permitted absent a hardship.

Non-employee director stock ownership guidelines are five times the annual base cash retainer. Shares owned outright by the director, or his or her immediate family members residing in the same household, in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines, as well as vested and nonvested RSUs and DSUs. Until a non-employee director meets these guidelines, he or she must hold 50% of the net

shares gained from the settlement of RSUs. If a non-employee director does not meet these guidelines within five years, he or she must hold 100% of the net shares gained from the settlement of RSUs.

Less than one year after Ingevity Common Stock began trading, each non-employee director is deemed to be making satisfactory progress towards achieving the ownership goal.

Prior to the Separation, Ingevity entered into consulting agreements with each prospective non-employee member of the board of directors. Pursuant to the agreements, each prospective member of the board of directors received a lump sum cash payment on March 1, 2016 equal to $18,750 for prospective non-employee directors and $62,500 for the

prospective Chairman. Per the terms of the agreements, the prospective non-employee directors engaged in advance planning activities with Ingevity management prior to their election to the board. The agreements terminated upon the effective date of the Separation.

Set forth below is information about our executive officers as of March 15, 2017, other than Mr. Wilson, who is also a director and is discussed above. Each of the following executive officers has served in their positions with our Company since the Separation, except for Mr. Smith, who joined the Company in June 2016 and was promoted to his current position in January 2017.

Katherine P. Burgeson (age 59) Ms. Burgeson serves as Executive Vice President, General Counsel and Secretary of Ingevity. Ms. Burgeson came to Ingevity from WestRock, where she served as Associate General Counsel, a position she held since July 1, 2015. Prior to the merger of MeadWestvaco Corporation and Rock-Tenn Company which resulted in the formation of WestRock, Ms. Burgeson served as Deputy General Counsel of MeadWestvaco, where she was lead legal counsel for commercial, corporate and mergers and acquisition-related matters. Ms. Burgeson joined Westvaco Corporation, MeadWestvaco’s predecessor in 2000. Prior to joining Westvaco, Ms. Burgeson was a partner at Cummings & Lockwood in Stamford, Connecticut. Ms. Burgeson began her legal career as an associate at Shearman & Sterling. Ms. Burgeson received her J.D. from Fordham University School of Law and her B.A. from Trinity College in Hartford, Connecticut.

John C. Fortson (age 49) Mr. Fortson serves as Executive Vice President, Chief Financial Officer and Treasurer of Ingevity. Mr. Fortson came to Ingevity from AAR Corporation where he previously served as Vice President, Finance since May 2013, and became Vice President, Chief Financial Officer

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

Michael P. Smith (age 56) Mr. Smith serves as Executive Vice President and President, Performance Chemicals, Strategy and Business Development. Mr. Smith joined Ingevity in June 2016 after 23 years of service at FMC Corporation. He served as vice president and global business director for FMC’s health and nutrition business after holding multiple positions of increasing responsibility within that business. During his career with the company, Mr. Smith held various roles including marketing manager for FMC Water Treatment Chemicals in Manchester, England; global business manager for FMC Process Additives, also in Manchester; director of business planning for FMC Chemicals; division general manager for the active oxidants division; division general manager for hydrogen peroxide; and general manager for food ingredients for FMC BioPolymer. From 2006 to 2013, Mr. Smith was division general manager for FMC BioPolymer. Prior to joining FMC, Mr. Smith held several sales and management positions with Hercules Incorporated, a supplier of hydrocarbon and pine-based resins. Mr. Smith holds a Bachelor of Arts degree in chemistry from the University of

Virginia and a Master of Business Administration degree from the University of Michigan.

S. Edward Woodcock, Jr. (age 51) Mr. Woodcock serves as Executive Vice President and President, Performance Materials. Mr. Woodcock served as vice president of MeadWestvaco’s, and later, WestRock’s Carbon Technologies business from 2010 to 2015 after holding multiple positions of increasing responsibility within that business, most recently global business director, Automotive. During his

28-year career with the company, Mr. Woodcock has held various roles including business director, Automotive, for the Asia-Pacific region, worldwide marketing manager for the chemical division’s non-U.S. business, area sales manager for Latin America, and technical manager for the Process Technology business. At various stages of his career, he has had direct responsibility for products from each of our businesses. Mr. Woodcock holds a Bachelor of Science degree in chemical engineering from the University of Virginia.

The following table shows how much of our Common Stock our current directors, NEOs, and all officers and directors as a group beneficially owned as of March 7, 2017. Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a director or officer can vote or transfer and any security the director or officer

has the right to vote or transfer within 60 days. Each stockholder listed in the table has sole voting and investment power for all shares shown as beneficially owned by him or her. Individual directors and executive officers as well as directors and executive officers as a group beneficially own less than one percent of the shares of Common Stock outstanding as of March 7, 2017.

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and to provide us copies of these reports. Based solely on a review of the copies of these reports

furnished to us and written representations that no other reports were required to be filed, we believe that all filing requirements applicable to our directors and executive officers and beneficial owners of greater than 10% of our Common Stock have been complied with during the fiscal year ended December 31, 2016.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for fiscal 2016.

THE COMPENSATION COMMITTEE

Frederick J. Lynch, Chair
Richard B. Kelson
Jean S. Blackwell
Daniel F. Sansone

Ingevity’s compensation program is designed to reward senior leaders for the successful execution of Ingevity’s operating strategy and achievement of its stated performance goals. This Compensation Discussion and Analysis (“CD&A”)

discusses the compensation program and the compensation decisions made for fiscal year 2016 with respect to the following named executive officers:

Mr. Rose left the Company effective January 31, 2017. However, Mr. Rose is a named executive officer for the 2017 Proxy Statement based on his service to the Company as an executive officer and the compensation paid to him during

fiscal 2016. At the time of his departure, the Company entered into a Separation Agreement with Mr. Rose, which is attached as an exhibit to our Form 8-K filed with the SEC on February 3, 2017.

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On May 15, 2016, Ingevity completed the legal separation from WestRock Company (“WestRock”) into a newly formed independent, publicly traded company (the “Separation”). Prior to the Separation, we operated as a reporting segment of WestRock, which was formed upon the combination (the “Merger”) of MeadWestvaco Corporation (“MWV”) and Rock-Tenn Company. The Merger was completed on July 1, 2015.

Prior to the Merger, we operated as a reporting segment of MWV, which announced on January 8, 2015, that it intended to separate its specialty chemicals business through a pro rata distribution of Common Stock to its stockholders. Upon the completion of the Merger, WestRock announced its continued plans to complete the separation.

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This CD&A and the related compensation tables include information regarding compensation paid to the named executive officers (the “NEOs”) and compensation decisions made by WestRock prior to the Separation and decisions made by MWV prior to the Merger. In addition, as addressed in further detail throughout the CD&A, the compensation paid to certain NEOs was also impacted by certain letter agreements entered into by WestRock with Mr. Wilson, Mr. Fortson and Ms. Burgeson (the “Letter Agreements”) for their service in executive roles with Ingevity leading up to

and following the Separation. These agreements specified certain compensation payable to them for such service. The terms of the Letter Agreements are described under “Letter Agreements” below. The Employee Matters Agreement entered into between Ingevity and WestRock at the time of the Separation (the “Employee Matters Agreement”) also required the assumption of certain long-term cash awards by Ingevity for two NEOs (as described under “Replacement Awards” below).

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Coming into 2016, the focus of the NEOs was to prepare for and effect a successful spin-off from WestRock. Key priorities included establishing stand-alone company functions and structures, negotiating a long-term crude tall oil supply agreement with and physically separating shared operating facilities from WestRock, making a successful debut to the public markets, and managing the stockholder transition. All of this had to be done while maintaining focus on safety, customers, operations, executing on cost reduction initiatives, supporting growth in the Performance Materials segment, and managing the Performance Chemicals segment in a challenging market environment.

In many regards, 2016 was a remarkable and successful year for Ingevity. The spin-off from WestRock was successfully executed, the occupational safety performance was the best-ever, management delivered its committed $30 million in year-over-year cost savings, and the financial performance

was solid despite significant market headwinds in Performance Chemicals. In 2016, Ingevity delivered $202.4 million of Adjusted EBITDA, which was up from our 2015 Adjusted EBITDA of  $200.9 million, despite revenues being down by more than 5%. Adjusted EBITDA as a percentage of sales increased 240 basis points to 22.3% in 2016 compared to 2015 Adjusted EBITDA as a percentage of sales of 21.0%. Management delivered free cash flow of  $71.2 million,(1) well ahead of expectations. This allowed management to pay down debt by over $73 million and finish the year at the low end of the company’s leverage target. For more information regarding the non-GAAP financial measure Adjusted EBITDA for both fiscal years 2016 and 2015, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Use of Non-GAAP Financial Measures” on page 46 of the 2016 Form 10-K.

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The Compensation Committee has established a compensation strategy designed to attract, motivate and retain a talented executive leadership group that is dedicated to the long-term interests of our stockholders. In furtherance of this compensation strategy, the Compensation Committee took the following actions after the Separation, each of which is described in more detail in this CD&A:

Performance-Based Compensation Programs. The Compensation Committee, after thoughtful deliberation, adopted both short-term and long-term incentive plans for 2016 that would reward the successful attainment of pre-established financial metrics and also align executive interests with the interests of our stockholders. These programs were initially considered, reviewed and approved pursuant to the terms and conditions of Omnibus Plan, which was adopted by the Company’s predecessor Board of

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Directors and approved by our sole stockholder prior to the Separation. The Committee reviewed these programs to ensure they were appropriately structured and consistent with the Company’s compensation philosophy and subsequently approved them.

Minimum Compensation Adjustments Following Separation. The Compensation Committee reviewed Ingevity’s initial compensation program, previously approved by WestRock, against a peer group of eighteen specialty chemical companies as well as against general industry standards and approved minimal changes to NEO compensation for 2016.

Replacement Awards and Separation Commitments. The Compensation Committee approved grants of certain replacement restricted stock unit awards (“RSUs”) previously granted by WestRock in 2015 to certain of our NEOs that were forfeited at the time of the Separation. The Compensation Committee also ratified the assumption of certain long-term cash awards to two NEOs previously granted by WestRock and assumed by Ingevity at the time of the Separation pursuant to the Employee Matters Agreement.

Performance Metrics. When establishing the performance metrics for 2016 grants, the Compensation Committee took into account Ingevity’s long-term goals as well as peer group and general industry standards’ compensation structures. Based on this analysis, performance-based restricted stock units (“PSUs”) granted in 2016 will vest in three years subject to the satisfactory attainment of pre-established financial

metrics related to average return on invested capital and cumulative earnings per share. Also based on this analysis, short-term cash awards made pursuant to the Short Term Incentive Plan (“STIP”) for 2016 vest based on STIP-Adjusted EBITDA.

Completed Letter Agreement Commitments. The Compensation Committee awarded cash bonuses and service-based restricted stock unit (“RSUs”) awards to certain NEOs pursuant to the terms of the Letter Agreements entered into by WestRock with such executive officers prior to the Separation. WestRock designed such awards to induce the NEOs to join the Company’s management team from their prior positions and to reward them for their contributions towards the successful completion of the Separation.

Authorized 2016 Annual Incentive Awards. The Compensation Committee authorized payment of 2016 annual cash awards pursuant to the STIP based on the attainment of STIP-Adjusted EBITDA goals, which were met at 117% of target.

Severance and Change of Control Agreements. The Compensation Committee approved severance and double trigger change of control agreements entitling each NEO to severance benefits upon a qualifying termination of employment absent cause whether or not related to a change of control. These agreements became effective on March 1, 2017.

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Our commitment to strong corporate governance practices extends to the compensation plans, principles, programs and policies established by the Compensation Committee. Ingevity’s compensation-related governance practices and policies of note include the following:

Pay-for-Performance. The Compensation Committee adopted a compensation philosophy that rewards strong performance, offers competitive compensation and aligns the interests of our executive officers with the interests of stockholders. The compensation programs designed by the Compensation Committee deliver a significant portion of compensation through short-term and long-term grants that are linked to performance. As a result, NEOs realize the greatest rewards through the achievement of corporate objectives and taking action that increases stockholder value.

Meaningful Stock Ownership Guidelines. Our stock ownership guidelines align the long-term interests of our NEOs and non-employee directors with those of our stockholders and discourage excessive risk taking. Our guidelines require stock ownership levels as a value of Ingevity shares equal to a multiple of base salary (CEO at 5x, CFO and EVPs at 3x and other senior vice presidents at 2x) or annual retainer (non-employee directors at 5x).

Holding Requirements. Our stock ownership guidelines include stock retention requirements by our NEOs until required target stock ownership levels are met.

Anti-Hedging Policy. Ingevity’s insider trading policy prohibits members of our board, executive officers and other employees from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future price of our securities or pledging Ingevity Common Stock as collateral for any loans.

Independent Compensation Consultant. The Compensation Committee engages its own independent compensation consultant, Pearl Meyer & Partners (“Pearl Meyer”), to provide advice on executive and director compensation matters. Pearl Meyer does not provide any other services to the Company.

Compensation Benchmarking against Focused Peer Group. With the assistance of the Hay Group, initially and then with Pearl Meyer, the Compensation Committee benchmarks NEO compensation against a peer group of companies. The Compensation Committee routinely reviews and refines its compensation peer group to assure it includes an appropriate mix of companies.

Assess Compensation Risk. The Compensation Committee reviews the compensation programs and practices of Ingevity annually to confirm that such programs do not encourage unnecessary risk-taking. The initial review was done with the assistance of Pearl Meyer.

Equity Grant Practices. The Compensation Committee has adopted equity grant practices that set forth the timing and approvals required for equity grants.

Limited Perquisites. The only approved regular perquisites for Ingevity’s executive officers are financial planning assistance and executive physicals. During 2016, Ingevity also paid one-time moving/relocation expenses for three NEOs pursuant to the terms of their Letter Agreements entered into by WestRock with such NEOs prior to the Separation.

Exercise Price of Stock Options Equals Grant Date Fair Market Value. Under our Omnibus Plan, stock options must be granted with an exercise price equal to the fair market value of our Common Stock on the grant date. Repricing of stock options and the granting of discounted options are prohibited.

No Income Tax Gross-Ups in Severance Agreements. Our severance agreements do not include any tax gross ups arising from excise taxes that may be imposed by the Internal Revenue Code on excess parachute payments.

Double Trigger Change of Control Provisions. Our commitment to pay severance in a change of control is triggered by a termination following a change of control event.

Because Ingevity was an independent company for only seven months of the year, many of the decisions impacting 2016 compensation were made by WestRock and were grounded in its compensation philosophies and policies. The newly

formed Ingevity Compensation Committee reviewed and affirmed the decisions made by WestRock in May 2016, making only minor adjustments to NEO compensation packages for 2016 (described below).

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The Compensation Committee is directly responsible to the Board of Directors and through the Board to Ingevity’s stockholders for developing and administering all compensation programs for Ingevity’s executives.

In making its determination with respect to executive compensation, the Compensation Committee is supported by Ingevity’s Chief Human Resources Officer.

Prior to the Separation, WestRock used the Hay Group to assist on executive compensation matters related to Ingevity. In May 2016 and following the Separation, Ingevity management directly engaged the Hay Group to assist with the review and validation of the pay-for-performance relationship of the compensation structure and the appropriateness of compensation levels as compared to peer group companies. The Hay Group was not independent and did not report to the Compensation Committee. In December 2016, the Compensation Committee retained the services of Pearl Meyer to assist with its review of the compensation package of the Chief Executive Officer (the “CEO”) and other executives.

The Compensation Committee retains Pearl Meyer directly, although in carrying out assignments Pearl Meyer also interacts with Ingevity management when necessary and appropriate. Specifically, the Chief Human Resources Officer interacts with the consultant to provide compensation data, best practice data and executive compensation trends. In addition, Pearl Meyer may, in its discretion, seek input and feedback from executives regarding its consulting work product prior to presentation to the Compensation

Committee to confirm its alignment with Ingevity’s business strategy, determine what additional data may need to be gathered, or identify other issues, if any, prior to presentation to the Compensation Committee. Pearl Meyer does not provide any services to Ingevity other than its consulting services to the Compensation Committee related to executive and director compensation. As a part of the selection process, the Compensation Committee determined that the work to be performed for the Compensation Committee by Pearl Meyer beginning in 2017 would not raise any conflict of interest.

The Compensation Committee frequently requests the CEO to be present at Committee meetings where executive compensation and corporate performance are discussed and evaluated. The CEO is free to provide insight, suggestions or recommendations regarding executive compensation if present during these meetings or at other times. However, only independent Committee members are allowed to vote on decisions made regarding executive compensation.

The Compensation Committee meets with the CEO to discuss his own compensation package, but ultimately, decisions regarding the CEO’s compensation are made by the Compensation Committee, meeting in executive session, without the CEO or any other executive officer present, solely based upon the Compensation Committee’s deliberations. Decisions regarding other executives who report directly to the CEO are made by the Compensation Committee after considering recommendations from the CEO and Chief Human Resources Officer.

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Consistent with Ingevity’s goal to provide compensation that remains competitive, the Compensation Committee considers the executive compensation practices of companies in a peer group selected by the Compensation Committee as one of the several factors used in setting compensation. In May 2016, the Compensation Committee reviewed the peer group used in benchmarking executive compensation prior to and immediately following the Separation. In conducting this review, they examined the general criteria: (i) revenue size and profit margins, (ii) industry and business characteristics comparable to Ingevity; (iii) location and geographic reach, including global operations and/or distribution; (iv) competition for talent; and (v) data availability. The Compensation Committee targets compensation to the

market median within the peer group when determining an NEO’s compensation. However, the Compensation Committee reserves the right to use the market data provided by the peer group as one of several reference points useful for determining the form and amount of compensation. Competitive market data is supplemented with broader specialty chemical industry and general industry data.

In July 2016, the Compensation Committee removed International Flavors & Fragrances, Inc. from the peer group previously approved by the Compensation Committee due to its revenue size and replaced it with GCP Applied Technologies. Effective July 2016, the peer group consisted of the following companies:

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Our executive compensation program focuses on closely aligning compensation paid to our executive officers with the performance of Ingevity on both a short-term and long-term basis and assisting Ingevity in attracting and retaining necessary talent. With respect to incentive compensation, our objective is to tie variable compensation to the organization’s financial performance. We have designed Ingevity’s compensation programs to:

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reward executives for performance that is aligned with both the short-term and long-term objectives of Ingevity and with stockholder interests;

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align our executives’ interests with the long-term interests of our stockholders by providing the opportunity for significant ownership of common stock;

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attract, retain and motivate the right talent and reward executives for high levels of performance;

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allow flexibility in design and administration to support Ingevity’s future growth, and

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create balanced program elements that discourage excessive risk-taking.

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To achieve these objectives, there are three key elements to Ingevity’s compensation programs: (1) base salary; (2) short-term incentive plan (“STIP”); and (3) long-term incentive plan (“LTIP”).

Base Salaries. Base salaries are designed to provide a stable source of income for our executive officers.

Short-Term Incentive Plan. The STIP involves a target incentive opportunity based on a percentage of base salary and is designed to encourage the achievement of annual business goals. Awards are earned only after a threshold level of performance based on STIP-Adjusted EBITDA is achieved and maximum payout is capped at 200% of target.

Long-Term Incentive Plan. The LTIP aligns compensation with the long-term interests of stockholders. It recognizes an executive’s recent performance and potential future contributions and provides a total compensation opportunity with payouts varying based on the attainment of pre-established performance metrics relating to return on invested capital and cumulative earnings per share. Awards are earned only after a threshold level of performance is achieved and maximum payout is capped at 200% of target.

Additional Elements of Executive Compensation. Additional elements include participation in qualified and nonqualified retirement and savings plans, health and welfare benefit plans, and for senior executives financial planning and executive physicals. During 2016, the company also paid one-time relocation expenses for Messrs. Wilson, Fortson and Ms. Burgeson in connection with the relocation of their personal residences to Charleston, South Carolina, where Ingevity’s headquarters is located.

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A significant portion (85%) of Mr. Wilson’s total direct compensation is performance-based compensation and is delivered in a combination of performance-based cash, stock options and performance-based restricted stock units

(“PSUs”). Similarly, (75%) of the average of the NEOs’ total direct compensation is delivered through performance-based compensation.

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The Compensation Committee and management of Ingevity will consider stockholder input, including the advisory Say-on-Pay vote, as it evaluates the design of executive compensation programs and the specific compensation

decisions for each NEO. As a new publicly traded company as of May 15, 2016, the first Say-on-Pay vote will be held at the Annual Meeting.

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Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team when considered in combination with the long-term and short-term incentive awards and other elements of our executive compensation program. The relative levels of base salary for executive officers are designed to reflect each executive officer’s scope of responsibility and accountability within Ingevity. Base salaries are reviewed annually to determine if they are equitably aligned within Ingevity and

are at sufficient levels to attract and retain top talent. Following the Separation, the Compensation Committee considered the appropriateness of the salary levels established for 2016 by WestRock prior to the Separation and determined that no adjustments were necessary, other than an increase of Ms. Burgeson’s base salary from $320,000 to $330,000, effective June 1, 2016 as well as increases to Ms. Burgeson’s and Mr. Woodcock’s annual short-term incentive targets to 50% of their respective base salaries.

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Ingevity’s STIP is designed to motivate and reward participants, including NEOs, for achieving Ingevity’s annual financial, operational and strategic goals. The range of amounts that an NEO may earn is typically determined at the beginning of the year, and the amount paid is based on the actual results achieved during the year. Since Ingevity did not become an independent public company until May 15th of 2016, the goals for 2016 were not set until shortly thereafter.

The 2016 annual incentive program is funded based on Ingevity’s achievement of a predetermined financial target based on STIP adjusted earnings before interest, taxes, depreciation and amortization (“STIP-Adjusted EBITDA”), with

adjusted payouts for threshold, target and maximum performance not to exceed 200% of target. For additional information concerning the STIP-Adjusted EBITDA calculation, including a reconciliation of such numbers to GAAP, please see Appendix A. Individual awards are based initially on Ingevity’s attainment of this STIP-Adjusted EBITDA goal and also influenced by individual performance against individual goals. No payout occurs if Ingevity’s actual performance is below the threshold performance level, which is below 85% of target.

At the time of the Separation, all short-term incentive awards previously granted by WestRock for 2016 (other than the special short-term cash awards committed to by WestRock in the Letter Agreements) were forfeited. Following the Separation, the Compensation Committee granted new awards and maintained the size of the incentive award targets (as a percent of base salary), except for Ms. Burgeson and Mr. Woodcock, whose targets were each adjusted from 45% of base salary to 50% of base salary.

Actual STIP-Adjusted EBITDA for 2016 was calculated utilizing Ingevity’s published financial statements except that the Compensation Committee may adjust such calculations to exclude the effect of certain non-recurring items of gain or loss.

The Compensation Committee believes STIP-Adjusted EBITDA is an appropriate and effective measure of Ingevity’s overall short-term performance. The threshold level of performance was set at 85% of target and was, at the time it was established, believed to be an achievable goal. At the time the Compensation Committee determined the target level of performance, the goal was believed to be aggressive, but obtainable. The maximum level of performance was based on 110% of target and was believed to be realizable, but only with exceptional performance.

In determining the individual performance element of each NEO’s short term incentive payment for 2016, the Committee considered the following performance achievements as compared to the individual’s 2016 goals:

D. Michael Wilson, President and CEO. Mr. Wilson led the company through its successful spin-off from WestRock and the launch of Ingevity, shaping the Company’s strategic direction and competitive position to deliver growth in the future while delivering meaningful savings ($30M) over the prior year. Mr. Wilson developed and managed the new senior

leadership team for the Company, creating a framework to enable the Company to attract and retain top talent. Under Mr. Wilson’s leadership, the Company delivered 2016 Adjusted EBITDA of  $202.4 million in a difficult environment for the performance chemicals business. With Mr. Fortson, Mr. Wilson engaged and built relationships with investors, analysts and other constituencies establishing the new company’s credibility. For more information regarding the non-GAAP financial measure Adjusted EBITDA for fiscal year 2016, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Use of Non-GAAP Financial Measures” on page 46 of the 2016 Form 10-K.

John C. Fortson, EVP, CFO & Treasurer. Mr. Fortson took the lead in negotiating complex transitional and strategic agreements with WestRock as part of the Separation; built out the various financial functions necessary for Ingevity to operate as a standalone, public company, and guided the separation of information technology systems and the reduction of information technology costs. Mr. Fortson developed and implemented the Company’s capital structure to optimally operate the business and ensure strategic flexibility. Under Mr. Fortson’s leadership the finance team made strong progress toward achieving compliance with the Sarbanes Oxley Act a year in advance of requirements. Mr. Fortson developed and oversees the company’s investor relations program which has been successful in establishing credibility with both investors and sell side analysts.

Katherine P. Burgeson, EVP, General Counsel & Secretary. Mrs. Burgeson provided the legal leadership for the Company’s separation from WestRock, providing counsel to the CEO and CFO and negotiating complex separation agreements and managing the securities registration process. Mrs. Burgeson developed and leads a high-quality law department and built out an effective compliance program.

With the Chief Accounting Officer, Mrs. Burgeson ensured SEC and NYSE compliance through the establishment of internal policies and procedures for the filing of full, fair and accurate SEC filings. Mrs. Burgeson also established the Corporate Secretary function including establishing effective governance structures and policies for the organization and providing effective support for the Board of Directors.

S. Edward Woodcock, EVP & President Performance Materials. Mr. Woodcock continues to provide strong leadership to the Company’s performance materials segment, growing revenue by $45 million or 17.4% while Segment EBITDA was up $35 million or 40%. During the year, segment working capital improved as a percentage of sales despite

higher inventories associated with the ramp up of the new Zhuhai facility. From an operations perspective, under Mr. Woodcock’s leadership, his team developed a capacity expansion plan ensuring available capacity to support market demand growth over the next five years and oversaw multi-year global regulatory advocacy efforts, including successfully advancing evaporative emission standards in China’s recently promulgated national China 6 standard. For more information regarding the non-GAAP financial measure Segment EBITDA for both fiscal years 2016 and 2015, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Use of Non-GAAP Financial Measures” on page 46 of the 2016 Form 10-K.

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Equity-based awards recognize the performance of certain executives who drive the development and execution of our business strategies and goals. The primary purposes of these awards are to align further the executive’s interest with those of Ingevity’s stockholders and with Ingevity’s longer-term objectives, to drive stockholder return, to foster executive stock ownership and to promote retention.

In 2016, the Compensation Committee authorized long-term incentive awards for the NEOs comprised entirely of equity, except for Messrs. Rose and Woodcock, who were also granted certain service-based long-term cash awards pursuant to the Employee Matters Agreement as described below under “Replacement Awards”. The Compensation Committee designed the 2016 long-term incentive plan targeting the PSUs to deliver an estimated 50% of each NEO’s long-term incentive award, with the remaining portion to be

delivered in the form of non-qualified stock options (25%) and RSUs (25%).

Performance-Based Restricted Stock Units (“PSUs”). The PSUs vest upon the satisfactory achievement of pre-established financial metrics based on the 2018 return on invested capital and cumulative earnings per share during the period beginning January 1, 2016 and ending December 31, 2018, with adjusted payouts for threshold, target and maximum performance not to exceed 200% of target, as determined by the Compensation Committee at the end of the performance period. The Compensation Committee will adjust the return on invested capital and cumulative earnings per share to exclude the effect of certain non-recurring items of gain or loss. No vesting will occur if Ingevity’s actual performance is below the threshold levels.

The Compensation Committee believes that return on invested capital and cumulative earnings per share are appropriate and effective measures of Ingevity’s overall long-term performance. The threshold level of performance was set at 50% of target and was, at the time it was established, believed to be an achievable goal. At the time the Compensation Committee determined the target level of performance, the goal was believed to be aggressive, but obtainable. The maximum level of performance was set based on 200% of target and was believed to be realizable, but only with exceptional performance.

Restricted Stock Units (“RSUs”). We grant a portion of our awards under the LTIP in the form of RSUs to help build

ownership as a new public company and to aid in our ability to retain our management team over a longer time horizon. These RSUs vest ratably over three years, with one-third vesting on each anniversary of the grant date.

During 2016 in connection with the Separation, the Compensation Committee also granted certain replacement RSUs and separation RSUs, as described under the headings “Replacement Awards” and “Separation Commitments.”

Stock Options. We grant a portion of our awards under the LTIP in the form of non-qualified stock options in order to motivate and reward executives for improving share price, to align their long-term interest with those of stockholders and

to maintain the competitiveness of our total compensation packages. Such stock options provide value to our executive officers only if the price of our Common Stock increases. The stock options vest in full upon the third anniversary of the award date.

At the time of the Separation, all outstanding option awards previously granted by WestRock vested immediately remain WestRock equity.

Pursuant to the terms of the Employee Matters Agreement, service-based RSU awards granted by WestRock in 2015 vested pro rata at the time of the Separation. Such vested amounts remain WestRock equity, with the remaining portion of such awards forfeited. In May 2016, the Compensation Committee granted replacement RSUs to replace such forfeited amounts. The replacement RSUs vest in full on February 27, 2018. Mr. Woodcock, Ms. Burgeson and Mr. Rose each received replacement RSUs.

Also, pursuant to the original terms of such awards, a portion of certain long-term cash awards granted by WestRock to executives in 2015 were forfeited at the time of the Separation. Pursuant to the Employee Matters Agreement, the Compensation Committee replaced such forfeited amounts with new long term cash awards (the “Replacement Cash Awards”). These awards will vest in full on February 23, 2018. Mr. Woodcock and Mr. Rose each received a Replacement Cash Award.

In May 2016, the Compensation Committee granted certain separation RSU awards (“Separation RSUs”) to Mr. Wilson and Mr. Fortson. These awards represent certain grants agreed to by WestRock pursuant to the terms of the Letter Agreements. The Separation RSUs vest ratably over three years beginning on the first anniversary of Mr. Wilson’s and Mr. Fortson’s initial employment date.

Additionally, as described below under “Letter Agreements”, Mr. Wilson, Mr. Fortson and Ms. Burgeson each received a pro-rated annual short-term cash award from their respective initial employment date to the Separation date. Mr. Wilson’s pro-rated cash award equaled $565,479, Mr. Fortson’s pro-rated cash award equaled $197,678 and Ms. Burgeson’s cash award equaled $89,950.

In the second half of 2015, WestRock entered into employment arrangements with Messrs. Wilson, Fortson and Ms. Burgeson through Letter Agreements setting forth each NEO’s annual base salary, target short-term incentive award and target long-term incentive award, and also included cash and equity compensation payable in the form of Separation Awards to recognize the NEOs’ services and efforts during 2015 and 2016 leading up to and following the Separation.

These Letter Agreements were entered into as inducements by WestRock for the NEOs to join the Company and, in the case of Messrs. Wilson and Fortson, to make up for compensation forfeited from prior employment. The Letter Agreements additionally provided for a compensation and benefits package that would recognize their contributions toward the successful Separation and transition of Ingevity into a new public company. The Letter Agreements also outlined our NEO’s eligibility to participate in the Company’s broad-based welfare and retirement plans and provided for

certain one-time expense reimbursements.

Finally, the Letter Agreements included severance commitments that applied in the event of involuntary termination of employment absent “cause” prior to and subsequent to a change of control. These compensation and benefit elements are more fully described in the compensation tables following the Compensation Discussion and Analysis beginning with the Summary Compensation Table on page 28. The terms of each of the Letter Agreements are also previously described and disclosed in detail in the information statement, dated May 3, 2016, attached as Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on May 3, 2016. While the Company is bound by these agreements, they were entered into by WestRock in 2015 as an inducement for the NEOs to join the Company and have been superseded by the Severance and Change of Control Agreements discussed immediately below.

The Compensation Committee approved severance and double trigger change of control agreements covering each of the NEOs, which became effective on March 1, 2017. These agreements supersede the terms and conditions that were set in the WestRock Letter Agreements. In the case of a non-change of control scenario each of the NEOs is entitled to receive severance benefits exclusively upon a termination of employment by Ingevity (absent cause). In the case of a

change of control scenario, the NEO is only entitled to severance if, following a change of control event, the NEO’s employment is terminated by Ingevity (absent cause) or the NEO resigns for good reason within two years following the change of control. The purpose of the agreements is to ensure that Ingevity (a) offers benefits that provide an overall compensation package that is competitive with that offered by other companies with whom Ingevity competes for talent;

(b) retains and relies upon the undivided focus of its senior executives during and following a change of control, and (c) diminishes the inevitable distraction of our NEOs by virtue of personal uncertainties and risks created by the potential job loss following a change in control. The cash severance entitlement is equal to a multiple of the NEO’s actual base salary and target annual incentive, which varies by executive level, and in the case of change of control severance, the multiple is enhanced. The agreements also include what is known as “double trigger” change of control provisions, which require both a change of control and an involuntary termination of employment absent cause (including good

reason termination) within two years following the change of control, before any severance is payable. The agreements also include one-year post-termination restrictive covenants relating to non-solicitation of customers and employees, and non-competition provisions. All severance payable is subject to the NEO signing an appropriate release of claims. None of the agreements include any tax gross ups arising from any excise tax imposed by the Internal Revenue Code on excess parachute payments and the agreements preserve certain features contained in the Letter Agreements entered into by the NEOs with WestRock.

Ingevity sponsors qualified and non-qualified retirement plans to provide income security for current and future needs of its employees. These plans also further Ingevity’s goal of providing competitive benefits to attract and retain talented employees.

401(k) Savings Plan. Effective January 1, 2016, Ingevity adopted a defined contribution 401(k) savings plan (the “Savings Plan”) whose formula permits an employee who contributes six percent of pay to receive a one-hundred percent matching contribution on such amount. During 2016, the Savings Plan also provided additional employer contributions in the form of employer transition contributions, employer non-contributory contributions and cash balance restoration contributions. The employer transition contribution applies to a limited group of employees including two of our NEOs who were grandfathered under the WestRock Pension Plan and continued to earn benefits after the WestRock plan was frozen on December 31, 2015. Grandfathered employees were those whose age and service, as of a specified date, equaled seventy-five. Our Savings Plan transition contribution is intended to restore this grandfathered benefit for those Ingevity employees who forfeited a comparable WestRock benefit when Ingevity separated from WestRock. The transition contribution is equal to either 4% or 10% of a participant’s eligible pay, and will continue only until December 31, 2020. Employer non-contributory contributions are equal to 3% of eligible pay. Employees are fully vested in all of their employee contributions, matching contributions and employer transition contributions, but

subject to a three year cliff vesting schedule with respect to the non-contributory contributions and the cash balance restoration contributions. The Savings Plan provides for broad-based participation and covers each of the NEOs.

Defined Contribution Restoration Plan. Effective January 1, 2016, Ingevity also adopted a non-qualified deferred compensation arrangement (the “Restoration Plan”) that enables employees to defer salary, company matching contributions, employer non-contributory contributions and transition contributions as well as any restoration contributions in excess of the Internal Revenue Code limits that apply to Ingevity’s qualified Savings Plan. The Restoration Plan permits executives to voluntarily defer up to eighty percent of base salary and annual incentive cash compensation. The Restoration Plan offers executives a choice of conventional investment vehicles with no assurance of any particular rate of return and does not guarantee an above market rate of return. The Restoration Plan offers the same investment vehicles available under the Company’s qualified 401(k) Savings Plan plus two additional funds.

Liability Assumption of Non-Qualified Benefits. While Ingevity does not maintain either a qualified or non-qualified defined benefit plan for any of its salaried employees, in connection with the Separation and pursuant to the terms of the Employee Matters Agreement, the Company assumed a liability with respect to benefit accruals of Messrs. Rose, Woodcock and Ms. Burgeson relating to service with WestRock under WestRock’s non-qualified pension plan.

Since the Separation, management engaged Pearl Meyer, to review Ingevity’s executive and non-executive compensation programs to assess whether they encourage or create excessive risk-taking, that are reasonably likely to have a material adverse effect on Ingevity.

In conducting this assessment, Pearl Meyer reviewed various components and design features of all of the Company’s executive and non-executive plans and programs and analyzed them in the context of risk mitigation. A summary of the findings of the assessment was provided to the Compensation Committee, which concluded that Ingevity’s compensation arrangements are not constructed or

administered in a way that is likely to create risks that could materially and adversely affect the Company.

Among the factors considered in Pearl Meyer’s assessment were: (i) the balance of our overall program design, including the mix of cash and equity compensation; (ii) the mix of fixed and variable compensation; (iii) the balance of short-term and long-term objectives of our incentive compensation; (iv) the performance metrics, performance targets, threshold performance requirements and capped payouts related to our incentive compensation; (v) our share ownership guidelines, including share ownership levels, retention practices and prohibitions on hedging, pledging

and other derivative transactions related to Ingevity stock; (vi) the Compensation Committee’s ability to exercise negative discretion to reduce the amount of the annual and long-term incentive awards, and (vii) internal controls and oversight structures in place at Ingevity.

Based on Pearl Meyer’s review, the Compensation 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 Ingevity’s risk management practices and overall strategies.

Tax and accounting considerations are one of many factors the Compensation Committee considers in determining compensation mix and amount. Section 162(m) of the Internal Revenue Code does not permit a tax deduction to public companies for individual compensation over one million dollars per year to the Chief Executive Officer and the next three most highly compensated individuals other than the Chief Financial Officer. This limitation does not apply to performance-based compensation defined under federal tax laws. The Company enjoys certain transition relief under 162(m) because of its Separation from WestRock (and prior approval of its Omnibus Plan by WestRock as the sole stockholder) with respect to certain but not all 2016 grants.

Going forward, the Compensation Committee intends to design its annual and long-term incentive compensation programs to meet the requirements of Section 162(m) to ensure the deductibility of compensation payable under such programs. See Proposal No. 3 with regard to Omnibus Plan on page 41. However, while the Compensation Committee intends to consider the Section 162(m) impact on each component of compensation, it may in some instances determine to pay compensation even though it is not deductible where it believes such compensation furthers Ingevity’s objectives and is otherwise appropriate.

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While the Company has approved and entered into Severance and Change of Control Agreements with each of its NEOs, these Agreements did not become effective until March 1, 2017. As a result, the table below reflects the amount of compensation that would have become payable to each of our NEOs under existing plans and arrangements as if the NEO’s employment had terminated on December 31, 2016 based on the Letter Agreements and the Company Severance Plan, both of which continued to be in effect on December 31, 2016. The benefits described are in addition to any benefits available prior to the occurrence of a change of control, such as qualified plan distributions from the Company’s 401(k) Savings Plan, payment of any accrued vacation or exercises of any stock options already exercisable.

The Letter Agreements were entered into between Westrock and Messrs. Wilson, Fortson and Ms. Burgeson and include terms and conditions relating to change of control severance, which include double trigger payment provisions requiring both a change of control and a qualifying termination as a prerequisite to the payment of severance.

The Letter Agreements contain the following defined terms:

A “Change of Control Termination Event” means the executive is terminated by WestRock, the Company or a successor other than for Cause or, if the executive terminates his or her employment with WestRock, the Company or a successor for

Good Reason within one (1) year following a Change of Control provided the executive is employed on the date of the Change of Control.

“Cause” means engagement in fraud, gross misconduct, gross negligence, disloyalty, gross insubordination, breach of trust, or breach of any material provisions of the conditions of the executive’s employment or conviction of a felony.

“Change of Control” means the consummation of any reorganization, merger, consolidation or share exchange unless the persons who were the beneficial owners of the outstanding shares of the common stock of WestRock or the Company immediately before the consummation of such transaction beneficially own more than fifty (50) percent of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction.

“Good Reason” means that with respect to the executive’s employment at WestRock or the Company or either of their successors, the executive is assigned duties that are inconsistent with his or her position immediately prior to the Change of Control, or the NEO’s annual base salary is reduced, or a material element of his or her compensation is reduced or eliminated or he or she is relocated to an office that is more than fifty (50) miles from Charleston, South Carolina.

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If a Change of Control Termination Event occurs on or before January 1, 2019, and each NEO is terminated by WestRock, the Company or any successor (or he or she terminates employment on account of Good Reason) before January 1, 2019 absent Cause within one year following a Change of Control, he or she is entitled to receive cash severance in the amount of three (3) years (for Mr. Wilson) and two-years (for Mr. Fortson and Ms. Burgeson) of his or her then-current

base salary and target bonus for such period, the payment of which is to be made over a three-year period (for Mr. Wilson) and two-years (for Mr. Fortson and Ms. Burgeson). In addition, all of the NEOs’ long-term incentive awards granted within twelve (12) months of the date of each NEO’s respective Letter Agreement with WestRock vest at target performance levels in the event of a Change of Control Termination Event.

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If Mr. Woodcock is terminated involuntarily (whether or not in connection with a change of control), his right to severance is governed by the terms and conditions of the Company’s broad-based Severance Plan, which applies to all salaried

executives and non-union hourly employees. Under this plan, Mr. Woodcock is entitled to a maximum cash severance payment equal to one time his base salary in effect at the time of termination payable generally over a one-year period.

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The tables below include amounts of severance payable to Mr. Rose had he terminated employment on December 31, 2016. As previously described, Mr. Rose left the Company on January 31, 2017. See our Form 8-K filed with the SEC on

February 3, 2017 for more information on the actual amounts paid to him at that time.

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Severance is not payable to any NEO unless and until he or she signs a release of claims against the Company and in the case of Messrs. Wilson and Fortson and Ms. Burgeson (who

are covered by Letter Agreements) each executive agrees to a noncompetition and a non-solicitation agreement.

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With respect to those equity grants not covered by the Letter Agreements or the Severance Plan (which is silent on the terms of equity), the terms of the Company’s Omnibus Plan control. Under the terms of the Omnibus Plan, in the event of a change of control where the NEO receives a “replacement award,” no accelerated vesting, exercisability and/or payment of an outstanding award shall occur, unless on or after the occurrence of the change of control, the participant’s employment is terminated without cause, other than as a result of death or disability, or the NEO resigns for good reason. In such cases, upon the second trigger, holders of such awards will be entitled to accelerated vesting, and such awards will be exercisable and/or will be settled. If an NEO

does not receive a replacement award, then upon the occurrence of a change of control, all outstanding unvested options shall be fully vested and exercisable and all restrictions applicable to outstanding stock awards that are not performance-based will lapse in full and the awards will be fully vested. With respect to performance awards, upon a change of control, such awards will be considered earned at their target value (or, if greater, the level of achievement as of the date of the change of control, if determinable by the Committee) and prorated if the change of control occurs within the performance period), and will immediately be paid or settled subject to the provisions of Section 409A of the Code.

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Prior to the Separation, WestRock Company was our sole stockholder and, therefore, is deemed a “related party” even though WestRock Company ceased to hold any shares of Ingevity Common Stock upon the completion of the Separation. Consequently, we are required to disclose the following agreements that we entered into with WestRock prior to the Separation.

In order to govern certain ongoing relationships between Ingevity and WestRock after the Separation and to provide mechanisms for an orderly transition, Ingevity and its affiliates and WestRock and its affiliates entered into certain agreements pursuant to which certain services and rights were provided for following the Separation. The following is a summary list of the material agreements we entered into with WestRock:

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A Separation and Distribution Agreement, which governed the overall terms of the Separation. Generally, the Separation and Distribution Agreement set forth the agreements between Ingevity and WestRock regarding the principal actions needed to be taken in connection with the Separation from WestRock. The Separation and Distribution Agreement also set forth other agreements that govern certain aspects of Ingevity’s relationship with WestRock following the Separation, and contains terms governing the allocation of legal claims and liabilities, the release of claims between Ingevity and WestRock, and the indemnification obligations following the Separation.

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A Transition Services Agreement, which sets forth the terms pursuant to which WestRock and its subsidiaries will

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provide, on an interim, transitional basis, various services to Ingevity.

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A Tax Matters Agreement, which governs the parties’ respective rights, responsibilities and obligations with respect to taxes, tax attributes, tax refunds, the preparation and filing of tax returns, the control of audits and other tax proceedings and assistance and cooperation in respect of tax matters. Furthermore, the Tax Matters Agreement imposed certain restrictions on Ingevity and its subsidiaries that are designed to preserve the qualification of the distribution and related transactions under provisions of the Internal Revenue Code.

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An Intellectual Property Agreement, pursuant to which WestRock conveyed to Ingevity certain intellectual property, software and technology dedicated to Ingevity’s business and granted to Ingevity a license to use WestRock’s intellectual property. As part of the Intellectual Property Agreement, Ingevity granted WestRock a license with respect to certain of Ingevity’s intellectual property.

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An Employee Matters Agreement, which allocated between the parties the assets, liabilities and responsibilities with respect to certain employee compensation, pension and benefit plans, programs and arrangements and certain employment matters.

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A Crude Tall Oil and Black Liquor Soap Skimmings Agreement, which is a long-term supply agreement with affiliates of WestRock pursuant to which Ingevity will

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