DEF 14A 1 bp00412x1_def14a.htm DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.   )

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Soliciting Material Pursuant to §240.14a-12


INGEVITY CORPORATION
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March 12, 2018

To our Stockholders:

It is our pleasure to invite you to attend our annual meeting of stockholders, which is to be held on April 26, 2018 at The Daniel Island Club, 600 Island Park Drive, Charleston, South Carolina. The meeting will begin at 9:30 a.m., local time. The following Notice of the 2018 Annual Meeting of Stockholders outlines the business to be conducted at the meeting.

We are utilizing Internet delivery as our primary means of distributing proxy materials to our stockholders this year. Accordingly, most stockholders will not receive paper copies of our proxy materials. We will instead send stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. The notice also provides information on how to vote online and how to obtain paper copies of our proxy materials if you so choose.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to ensure that your shares will be represented and voted. You may vote via the Internet, by telephone or, if you elect to receive a paper proxy card in the mail, by mailing the completed proxy card. If you attend the Annual Meeting, you may vote your shares in person even if you have previously voted by proxy.

Your vote is important. Your vote will mean that you are represented at the Annual Meeting regardless of whether or not you attend in person.

We look forward to seeing you at the meeting.

Best regards,


D. Michael Wilson
Chief Executive Officer & President

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Notice of Annual Meeting of Stockholders

TIME: 9:30 a.m., Eastern Daylight Time, on Thursday, April 26, 2018
PLACE: The Daniel Island Club, 600 Island Park Dr., Charleston, SC

You are invited to the Annual Meeting of Stockholders of Ingevity Corporation. We will hold the meeting at the time and place noted above. At the meeting, we will ask you to:

1. Elect the two director nominees named in the Proxy Statement, each for a one-year term or until his successor is duly elected and qualified;
2. Approve on an advisory basis (non-binding) the compensation paid to our named executive officers (Say-on-Pay);
3. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018; and
4. Transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Holders of record of Ingevity’s Common Stock as of the close of business on February 27, 2018 are entitled to receive notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof.

DATE MATERIALS FIRST MADE AVAILABLE: March 12, 2018

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on April 26, 2018: Our Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2017 are available at http://ir.ingevity.com under the Financial Information tab.

INTERNET AVAILABILITY OF PROXY MATERIALS:

In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and annual report, and for voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our Proxy Materials if they so choose. If you received a hard copy of our materials, and you wish to use electronic delivery in the future, you may elect to receive future notices, proxy materials and annual reports electronically by following the instructions in this Proxy Statement.

Only stockholders of record at the close of business on February 27, 2018 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

Your vote is very important. After reading the Proxy Statement, please submit your proxy as soon as possible by the Internet, telephone, or mail. Submitting your proxy by one of these methods will ensure your representation at the Annual Meeting regardless of whether you attend the meeting in person.

By Order of the Board of Directors,


Katherine Pryor Burgeson

Secretary

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING, PROXY SOLICITATION AND VOTING INFORMATION

Why did I receive these materials?



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 February 27, 2018 (the “Record Date”) and are therefore entitled to vote at Ingevity’s annual meeting of stockholders to be held on April 26, 2018 (the “Annual Meeting”).

Why did I receive a Notice regarding the availability of Proxy materials instead of printed proxy materials?



This year, most stockholders received a Notice Regarding the Availability of Proxy Materials (the “Notice”) instead of a full set of printed proxy materials. The Notice provides access to our Proxy Materials in a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, as well as costs associated with mailing these materials to stockholders. On or around March 12, 2018, we began mailing the Notice to our shareholders of record as of

February 27, 2018, and posted our Proxy Materials on the website referenced in the Notice (http://ir.ingevity.com). As more fully described in the Notice, stockholders may choose to access our Proxy Materials on the website or may request to receive a printed set of our Proxy Materials. The Notice and website provide information regarding how you may request to receive Proxy Materials in printed form by mail or electronically by email for this meeting and on an ongoing basis.

What is included in the Proxy Materials?



The Proxy Materials include the Notice of the Annual Meeting, our proxy statement for the Annual Meeting (the “Proxy Statement”) and our 2017 annual report to stockholders (the “Annual Report”), which includes our Annual Report on

Form 10-K for the year ended December 31, 2017. These materials provide you with important information about the Company, the Annual Meeting and the proposals to be voted on at the Annual Meeting.

What is a proxy?



A proxy is your legal designation of another person to vote the stock you own as of the Record Date in the manner you direct. The person you designate to vote your shares is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated Katherine P. Burgeson and Ryan C. Fisher to serve as proxies for the Annual Meeting. The proxies also may be voted at any adjournments or postponements of the meeting.

The Company's Board of Directors is soliciting proxies for use at the Annual Meeting. A proxy statement is a document we give you when we are soliciting your vote pursuant to Securities and Exchange Commission (“SEC”) regulations.

How do I vote?



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:

Over the Internet.
By telephone.
For those stockholders who request to receive a paper proxy card in the mail, by completing, signing and returning the paper proxy card.
By attending the Annual Meeting and voting in person.

The Notice provides instructions on how to access the Proxy Materials and how to vote via the Internet. For those stockholders who request to receive a paper proxy card in the

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

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.

May I revoke my proxy and change my vote?



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:

Voting again by telephone or over the Internet prior to 11:59 p.m., Eastern Daylight Time, on April 25, 2018.
Giving written notice to the Corporate Secretary of the Company.
Delivering a later-dated proxy to the Company.
Voting in person at the Annual Meeting.

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.

What is the difference between a stockholder of record and a beneficial owner?



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 Notice or 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 Notice or 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 provided to you by your broker or bank.

Who is entitled to vote at the Annual Meeting?



All Ingevity stockholders who owned Common Stock as of the close of business on the Record Date are entitled to vote at the Annual Meeting.

How many votes are entitled to be cast at the Annual Meeting?



Each Ingevity stockholder is entitled to one vote for each share of Common Stock owned as of the Record Date. There

were 42,214,055 shares of Common Stock outstanding on the Record Date. There is no cumulative voting.

When and where is the Annual Meeting, and who may attend?



The Annual Meeting will be held on April 26, 2018 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 guests, may attend the Annual Meeting.

What do I need to bring to attend the Annual Meeting?



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 photo

identification. Stockholders of record 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.

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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.

How many votes must be present to hold the Annual Meeting?



In order for us to conduct the Annual Meeting, a majority of the shares outstanding as of the Record Date, or 21,107,028 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.

What proposals will be voted on at the Annual Meeting?



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

Proposal No. 1 — Election of the two director nominees named in this Proxy Statement.
Proposal No. 2 — Approval, on an advisory (non-binding) basis, of the compensation paid to Ingevity’s named executive officers (“Say-on-Pay”).
Proposal No. 3 — Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2018.

The Board recommends that you vote “FOR” both director nominees named in this Proxy Statement and “FOR” Proposals 2 and 3.

How many votes are needed to approve each proposal?



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 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. 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 for the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2018. 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.

What is discretionary voting by brokers and what is a broker non-vote?



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 and the advisory approval of the Say-on-Pay 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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What if I do not specify a choice for a matter when returning a proxy?



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

“FOR” the election of each of the director nominees named in this Proxy Statement,
“FOR” the approval of the advisory Say-on-Pay proposal,
“FOR” the ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, and
in accordance with the best judgment of the named proxies on any other matters properly brought before the Annual Meeting.

Will there be any other matters of business addressed at the Annual Meeting?



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.

Who bears the expenses of solicitation?



We will bear the cost of solicitation of proxies by the Board in connection with the Annual Meeting. We will reimburse brokers, fiduciaries and custodians for reasonable expenses incurred by them in forwarding Proxy Materials to beneficial owners of Common Stock held in their names. Proxies may be

solicited by mail, personally or by telephone, facsimile or other means of communication by our officers and other employees. These people will receive no additional compensation for these services, but will be reimbursed for any expenses incurred by them in connection with these services.

What is Ingevity’s principal executive office address?



The address of Ingevity’s principal executive offices is:
5255 Virginia Ave, N. Charleston, South Carolina 29406.

What is “householding” and how does it affect me?



Householding refers to a procedure allowed by the SEC to reduce the number of copies of the notice or proxy materials mailed to one address, unless their broker, bank or other nominee has received contrary instructions from any beneficial holder at that address. Under this procedure, we will deliver one Notice or 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 Notice or 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 Notices or sets of the Proxy Materials and would like to receive a single Notice or 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.

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Ingevity’s Board currently consists of seven members divided into three classes. Our governing documents provide for a gradual phase-out of the classification of our board, which will be complete as of the 2019 annual meeting of Stockholders (the “2019 Annual Meeting”).

Classes I and III are collectively composed of five directors whose current terms expire at the 2019 Annual Meeting. Class II is composed of the two directors who have been nominated for election at this Annual Meeting, for a one year term expiring at the 2019 Annual Meeting. Therefore, beginning with the 2019 Annual Meeting, all of our directors will stand for election each year for annual terms, and our board will 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 J. Michael Fitzpatrick and Frederick J. Lynch for election as Class II directors. Both of the nominees are current members of the Board.

The Nominating and Governance Committee (the “Governance Committee”) recommended both Mr. Lynch and Mr. Fitzpatrick 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. Each of the preceding seven persons has served as a director of Ingevity since the Company became public on May 15, 2016.

The Board recommends a vote “FOR” each of J. Michael Fitzpatrick and Frederick J. Lynch to the Board, each to serve for a one-year term or until his successor is duly elected and qualified.

Current Director Nominees

J. Michael Fitzpatrick (age 71). 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 McCormick 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 53). 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, as well as his role as President, CEO and board member at Masonite.

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Continuing Directors with Terms Expiring in 2019

Jean S. Blackwell (age 63). Ms. Blackwell has served as a member of the Board of Directors, a member of the Human Resources 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 a member of the Audit Committee and Governance Committee at Essendant, having previously served as Chair of the Governance Committee. She has also 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. Ms. Blackwell was previously a partner at Bose McKinney & Evans LLP, where she practiced in the area of financial and real estate transactions. Ms. Blackwell serves 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 55). Mr. Fernandez-Moreno has been a member of the board of directors of VSI Intermediate Holdings LLC, a portfolio company of WindPoint Partners, since December 2017. 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 65). 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. 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 and by reason of his background in the asphalt business from his career with Vulcan.

Richard B. Kelson (age 71). Mr. Kelson is currently the Chairman of our Board. He is also the Chairman, President, and CEO of ServCo LLC, serving 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 and a member of the Audit Committee. 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, from 2012 until September 2017. 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 and safety and environment, 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 55). 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

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Solutions business from September 2013 through 2014 and previously 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, having worked in the chemicals industry for more than twenty 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.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

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.

Director Independence

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 who 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 (“CEO”), each of the remaining directors — Ms. Blackwell, and Messrs. Kelson, Fernandez-Moreno, Fitzpatrick, Lynch, and Sansone, is independent.

Board Meetings

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. The Board met five times during fiscal year 2017. All directors attended 75% or more of these meetings and of the meetings of all committees of the Board on which they served that were held during fiscal year.

Executive Sessions of Non-Management Directors

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.

Director Attendance at Annual Meetings

Directors are invited and encouraged to attend the Company’s Annual Meeting. All of our Directors attended the 2017 Annual Meeting.

Board Leadership Structure

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.

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Codes of Business Conduct and Ethics

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:

Code of Ethical Conduct for CEO and Senior Financial Officers, which applies to the Company’s CEO, Chief Financial Officer (“CFO”), principal accounting officer, and each executive who reports to the CEO,
Code of Business Conduct and Ethics for the Board of Directors, which applies to the Company’s directors, and
Employee Code of Conduct and Ethics, which applies to directors and all Company employees.

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.

Board’s Role in Risk Oversight

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 internal 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 and with respect to succession planning for management. 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 Party Communications with the Board

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.

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Committees of our Board

The Board has three standing committees that met during fiscal year 2017: 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.

Executive Committee

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

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 2017.

Audit Committee

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

The Board has determined that each of Ms. Blackwell and Messrs. Fitzpatrick and 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 and evaluation 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; (6) our financial management and resources; and (7) specific financial strategy initiatives as requested by the Board or management. 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 eight meetings during fiscal 2017.

Compensation Committee

Ms. Blackwell and Messrs. Kelson, Lynch and Sansone are the current members of our Compensation Committee, and Mr. Lynch serves as Chair. 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 CEO 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 six meetings during fiscal 2017.

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Compensation Committee Interlocks and Insider Participation

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.

Nominating and Governance Committee

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 four meetings during fiscal 2017.

Governance Committee Process for Identifying and Evaluating Director Candidates

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.

Stockholder Recommendations for Director Candidates

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 40.

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DIRECTOR COMPENSATION

Cash Compensation

During 2017, each non-employee director received $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 served as either the Board Chair or as a Committee Chair received an additional retainer

as follows: Chairman of the Board: $75,000; Audit Committee Chair: $15,000, Compensation Committee Chair: $10,000 and Governance Committee Chair: $10,000. These amounts have been revised for 2018. See 2017 Director Compensation Table, page 13.

Stock Awards

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 2017, 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 2017, 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.

Stock Ownership Guidelines

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.

Each non-employee director is deemed to be on track towards achieving the ownership goal.

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2017 Director Compensation Table

The following table includes information concerning compensation paid to or earned by the people listed in the table who served as directors during the fiscal year ended December 31, 2017:

Name
Fees
earned
or paid
in cash
($)(1)
Stock
Awards
($)(2)
Option
Awards
($)
Non-equity
incentive plan
compensation
($)
Change in
pension value
and
nonqualified
deferred
compensation
($)
Total
($)
Richard B. Kelson
 
150,000
 
 
90,040
 
 
240,040
 
Jean S. Blackwell
 
90,000
 
 
90,040
 
 
180,040
 
Luis Fernandez-Moreno
 
75,000
 
 
90,040
 
 
165,040
 
J. Michael Fitzpatrick
 
85,000
 
 
90,040
 
 
175,040
 
Frederick J. Lynch
 
85,000
 
 
90,040
 
 
175,040
 
Daniel F. Sansone(3)
 
 
 
165,081
 
 
165,081
 
D. Michael Wilson
 
 
 
 
 
 
(1) This column includes fees earned or paid in cash, representing the annual retainer, and where applicable the lead director retainer and the committee chair retainers.
(2) The amounts shown in this column represent the aggregate grant date fair market value of stock units granted in 2017 to non-employee directors computed in accordance with FASB ASC Topic 718.
(3) Mr. Sansone elected to receive his annual cash retainer for 2017 in the form of DSUs rather than cash, as permitted by the terms of the Non-Employee Director Compensation Plan.

At the December 2017 meeting the Board of Directors approved increases in the annual cash and the annual stock award of RSUs effective January 1, 2018. The annual cash retainer will increase to $85,000. Effective in 2018, each non-employee director who serves as either the Board Chair or as a Committee Chair will receive an additional retainer as

follows: Chairman of the Board: $85,000, Audit Committee Chair: $20,000, Compensation Committee Chair: $15,000, and Nominating & Governance Committee Chair: $12,000. Effective 2018, each non-employee director will receive an annual stock award of RSUs equivalent to in value of $95,000 on the grant date.

EXECUTIVE OFFICERS

Set forth below is information about our executive officers as of March 12, 2018, with the exception of Mr. Wilson, who is also a director and is discussed above. Each of the following executive officers has served in their positions with the Company since its separation from its former parent company, WestRock Corporation (“WestRock”) in May, 2016 (the “Separation”), except for Mr. Smith, who joined the Company in June 2016 and was promoted to his current position in January 2017.

John C. Fortson (age 50) Mr. Fortson serves as Executive Vice President, Chief Financial Officer and Treasurer of Ingevity. Mr. Fortson came to Ingevity from AAR Corporation where he served as Vice President, Finance since May 2013, becoming 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.

Katherine P. Burgeson (age 60) 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.

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Michael P. Smith (age 57) 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; general manager for food ingredients for FMC BioPolymer; and 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 52) 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 2016 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.

PRINCIPAL STOCKHOLDERS

The following table lists any person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) who, to our knowledge, was the beneficial owner as of February 27, 2018, of more than 5% of our outstanding voting shares.

Title of Class
Name and Address of
Beneficial Owners
Number of
Shares
Percent of
Class
Common Stock
BlackRock Inc.
55 East 52nd Street
New York, New York 10055
 
5,415,950
(1) 
 
12.83
%
Common Stock
The Vanguard Group
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
 
3,965,343
(2) 
 
9.39
%
(1) Information provided is based solely on an amendment to Schedule 13G filed on January 19, 2018 by BlackRock, Inc., which reports having sole voting power over 5,321,770 shares and sole dispositive power over 5,415,950 shares.
(2) Information provided is based solely on a Schedule 13G filed on February 9, 2018 by The Vanguard Group, which reports having sole voting power over 82,466 shares, sole dispositive power over 3,876,014 shares, shared voting power over 10,263 shares and shared dispositive power over 89,329 shares.

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COMMON STOCK OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS

The following table shows how much of our Common Stock our current directors, named executive officers (“NEOs”), and all officers and directors as a group beneficially owned as of February 27, 2018. 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 February 27, 2018.

Name of Beneficial Owner
Common
Stock
Jean S. Blackwell
 
4,787
 
Luis Fernandez-Moreno
 
3,287
 
J. Michael Fitzpatrick
 
3,287
 
Richard B. Kelson
 
4,970
 
Frederick J. Lynch
 
3,287
 
Daniel F. Sansone
 
4,867
 
D. Michael Wilson
 
25,539
 
John C. Fortson
 
17,364
 
Katherine P. Burgeson
 
4,361
 
Michael P. Smith
 
975
 
S. Edward Woodcock
 
2,535
 
Edward A. Rose
 
1,220
 
Directors and executive officers as a group (11 persons)(1)
 
75,259
 
(1) The total number of shares beneficially owned by directors and officers as a group does not include shares held by Ed Rose since he was not an executive officer of the Company on February 27, 2018.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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, 2017.

COMPENSATION COMMITTEE REPORT

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 2017.

THE COMPENSATION COMMITTEE

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

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary



Ingevity’s compensation program is designed to deliver stockholder value by appropriately compensating 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 2017 with respect to the following Named Executive Officers (“NEOs”):

Name
Title
D. Michael Wilson
President and Chief Executive Officer
John C. Fortson
Executive Vice President, Chief Financial Officer & Treasurer
Katherine P. Burgeson
Executive Vice President, General Counsel & Secretary
Michael P. Smith
Executive Vice President & President, Performance Chemicals, Strategy and Business Development
S. Edward Woodcock
Executive Vice President & President, Performance Materials
Edward A. Rose
Former Executive Vice President & President, Performance Chemicals

Mr. Rose left the Company effective January 31, 2017. However, Mr. Rose is an NEO for the 2018 Proxy Statement based on his service to the Company as an executive officer

and the compensation and severance paid to him during fiscal 2017.

2017 Performance Highlights



The Company’s management team faced a broad set of challenges and opportunities in 2017. Having completed the Company’s spin-off from WestRock in the previous year, management successfully focused on : executing the operating plan for the year; improving environmental, health & safety performance and launching the Company’s sustainability initiative; continuing to build out corporate functions such as finance and IT; strengthening relationships with external stakeholders including the investment and capital market communities; navigating difficult market conditions in the Performance Chemicals business; adeptly managing the Performance Materials business to ensure continued innovation and the capacity necessary to meet growing demand; and enhancing employee engagement through the development of “The “IngeviWay,” the articulation of the Company’s core purpose, identity, vision and values.

Management also focused on opportunities to grow the business through M&A, culminating in the agreement to acquire the Georgia-Pacific pine chemicals business announced in August 2017. The Company has since put in place detailed integration plans to ensure a successful merging of the businesses.

All of these strategic initiatives had to be accomplished while at the same time maintaining keen focus on safety, commercial excellence, operations, and continuance of margin enhancement and cost discipline.

Overall, the Company delivered outstanding financial results. Net sales in 2017 were $972.4 million as compared to net sales of $908.3 for the prior year. Adjusted EBITDA in 2017 was $242.7 million which was up from our 2016 Adjusted EBITDA of $202.4 million. Free cash flow of $121.7 million(1) was well ahead of expectations enabling Ingevity to end the year at a reduced leverage of 1.22x.

Additionally, on January 24, 2018, the Company closed on an offering of $300 million unsecured senior notes, priced at 4.5%, with the proceeds intended to be used to finance the Georgia-Pacific acquisition, or, if the transaction does not close, for working capital needs, capital expenditures, other acquisitions and other opportunities to enhance company performance.

For more information regarding the Company’s non-GAAP financial measure Adjusted EBITDA for both fiscal years 2017 and 2016, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Use of Non-GAAP Financial Measures” on page 45 of the 2017 Form 10-K.

(1) See Appendix A for more details on free cash flow and for reconciliation of this non-GAAP financial measure to the nearest GAAP measure.

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Executive Compensation Policies and Practices



   
   

Role of the Compensation Committee, Executive Officers and Compensation Consultants



The Board of Directors is responsible for evaluating and setting the CEO’s compensation and for providing counsel on the compensation of senior management, including the NEOs. The Compensation Committee’s role is to assist the Board in fulfilling its responsibilities with respect to compensation of the Company’s executives and oversight of matters relating to the Company’s equity compensation and employee benefit plans.

The Compensation Committee is supported in its work by the Company’s Chief Human Resources Officer and other members of management. The Compensation Committee has sole discretion to retain and obtain the advice of a compensation consultant, and has retained Pearl Meyer in that role. The Compensation Committee is directly responsible for the appointment, termination, compensation and oversight of the work of Pearl Meyer. Although the Compensation Committee retains Pearl Meyer directly, in carrying out assignments Pearl Meyer also interacts with Ingevity management when necessary and appropriate. Specifically, Pearl Meyer interacts with the Chief Human Resources Officer and other members of management with respect to compensation and benefits data, best practices, peer group developments and executive compensation trends. In addition, Pearl Meyer may, in its discretion, seek input and feedback from members of management regarding its consulting work product prior to presentation to the Compensation Committee, for example to confirm its alignment with Ingevity’s business strategy, determine what additional data may need to be gathered, or identify other issues. Pearl Meyer does not provide any services to Ingevity other than its consulting services to the Compensation Committee related to executive and director compensation. The Compensation Committee determined that in fiscal 2017 the work performed for the Compensation Committee by Pearl Meyer did not raise any conflict of interest. In making

this determination, the Compensation Committee considered the independence of Pearl Meyer in light of SEC and NYSE listing standards.

In setting compensation for Company senior executives reporting to the CEO (including the NEOs), the Compensation Committee takes into account the CEO’s assessment of their performance, addressing such factors as achievement of individual goals and contribution to Ingevity’s performance and corporate goals. Prior to making specific compensation recommendations to the Compensation Committee for these senior executive officers, the CEO and the Chief Human Resource Officer review compensation and external survey data compiled by Pearl Meyer on similar executives from our peer group of companies and other national survey data (“Comparative Compensation Data”). Decisions regarding the compensation of these senior executives are then made by the Compensation Committee after considering recommendations from the CEO and Chief Human Resources Officer and taking into account such matters as the Compensation Committee deems appropriate, including Comparative Compensation Data, the advice of and other materials presented by its compensation consultant.

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 present. In setting the compensation for the CEO, the Committee will take into account such factors as overall leadership, company and individual performance as compared to plan and goals, and taking into account such other matters as the Compensation Committee deems appropriate, including Comparative Compensation Data, the advice of and other materials presented by its compensation consultant.

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Peer Group Analysis



Consistent with Ingevity’s goal to provide compensation that remains competitive, the Compensation Committee considers among other matters the executive compensation practices of companies in a peer group selected by the Compensation Committee based on recommendation of its compensation consultant. In making its decision, the Compensation Committee considered such factors as: (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 2017 peer group is identical to the peer group used in 2016. The Compensation Committee generally

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 general industry survey data.

Below is the peer group from which proxy data was used in the most recent executive compensation study. The peer group is reviewed periodically for appropriateness and comparability.

Balchem Corp.
GCP Applied Technologies, Inc.
Minerals Technologies Inc.
Cabot Corp.
H.B. Fuller Co.
Omnova Solutions Inc.
Calgon Carbon Corp.
Hexcel Corp.
Quaker Chemical Corp.
Laxness Solutions US
Innophos Holdings Inc.
Sensient Technologies Corp.
Eagle Materials, Inc.
Innospec Inc.
Stepan Co.
Ferro Corp.
Kraton Corp.
W.R. Grace and Co.

Executive Compensation Philosophy and Pay Elements



Our compensation philosophy reflects the Company’s “pay-for-performance” philosophy and is directly linked to business plans and individual performance, and is aligned with the best interests of our shareholders. Incentive programs are aligned with key financial metrics and individual performance measurements to ensure that our executives are all striving toward the same business goals in a unified and coordinated manner.

We designed our executive compensation program to attract, motivate and retain highly-talented executives. It is intended to provide market competitive compensation as determined by using both our peer group and national market survey data and considers other relevant factors such as individual performance, internal equity and experience. To accomplish this, our program is meant to:

Support our Business Strategy – Our program is aligned with our business strategy which is focused on long-term earnings growth and sustained growth in shareholder value by providing our NEOs with long-term incentives tied to value creation.
Pay for Performance – A large portion of our executive pay is dependent upon the achievement of corporate and business unit goals as well as individual performance. We pay higher compensation when goals are exceeded and lower compensation when goals are not met.
Pay Competitively – Target compensation is set to be around the market median of our peer group and national market survey data. Compensation targets for individual executives may differ from median based on performance, strategic impact, experience and tenure, special hiring situations, retention and succession planning needs.
Aligned with Stockholders – Multi-year performance goals are set that align with the long-term interests of our stockholders.
Mitigate Risk – Our program is comprised of balanced elements that discourage excessive risk taking.

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Compensation Practices and Policies

What We Do

We use performance metrics to align pay with performance
We balance short- and long-term incentives by using a limited number of performance metrics to provide a balance between short-term and long-term value creation
We make performance-based compensation a significant component of each NEO’s total compensation
We cap incentive compensation to 200% of target performance
We set appropriate stock ownership requirements for NEOs
We maintain a compensation recoupment and forfeiture policy for the recovery of incentive based compensation
The Compensation Committee employs an independent compensation consultant to review and advise on executive compensation
We limit executive perquisites
We use double trigger change of control severance provisions
We engage with our shareholders

What We Don’t Do

We do not establish or allow compensation practices that encourage excessive risk taking
We do not allow the repricing, backdating or discounting of stock options
We prohibit hedging, pledging or short sales of Ingevity stock by any director or employee
We do not provide excise tax gross-ups for change of control payments or income tax gross-ups to offset imputed income associated with executive financial counseling benefits.

Pay Elements:

Base Pay

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

Short-term Incentive Plan (STIP)

Funding of the STIP is exclusively based on the Company meeting its pre-established financial performance targets. Funding runs between 50 percent to 200 percent of the STIP target incentive potential. If the Company does not meet the threshold target values the plan is not funded. If the Company meets or exceeds the maximum target values the plan is funded at 200 percent.

NEO individual awards are based initially on Ingevity’s attainment of STIP-Adjusted EBITDA target and influenced by

individual performance against individual goals. No payout occurs if Ingevity’s actual performance is below the threshold performance level.

Long-term incentive Plan (LTIP)

Long-term incentive awards are earned based on a limited number of key performance metrics that have been selected to ensure long-term value creation aligned with the long-term interests of our stockholders. It recognizes an executive’s recent performance and potential future contributions and provides a total compensation opportunity with payouts based on actual performance relative to pre-established financial performance targets. Fifty percent of our long-term incentive compensation is comprised of performance based restricted stock units (“PSUs”). The value of these awards is earned only after a threshold level of performance is achieved and maximum payout is capped at 200 percent. The other 50 percent is delivered through service-based restricted stock units (“RSUs”) and non-qualified stock options.

Additional Elements of Executive Compensation

Executives generally participate in the same benefit plans as other Ingevity employees. These are described on page 25 under “Benefits and Perquisites”. Where IRS rules limit the ability of executives to participate at the same level as other employees, they may participate in a non-qualified plan which is described more fully on page 31. We do not offer a defined benefit pension plan. However, the Company maintains a Retirement Restoration Plan that mirrors benefits provided under a qualified defined benefit plan sponsored and maintained by our former parent company, WestRock (the “WestRock Pension Plan”). The Retirement Restoration Plan is a non-qualified plan that was adopted by the Company to honor historical WestRock obligations under an Employee Matters Agreement between WestRock and the Company as part of the Separation. The plan was frozen at the time of the Separation, and none of our NEOs currently accrue a benefit under this plan. Our benefits programs are intended to be competitive with market practice.

Our perquisites program is limited and designed to promote the security and wellbeing of our executives thereby allowing them to focus on company business. Our perquisites include financial counseling and executive physicals. The value of the financial counseling is credited to the NEO as imputed income. There is no tax gross-up.

Pay Mix

Over 50 percent of our NEOs’ total direct compensation is performance based as shown in the charts below. Performance-based compensation is delivered in a combination of performance-based cash, stock options and performance-based restricted stock.

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Pay Mix



The charts below illustrate the target total direct compensation for 2017 for Mr. Wilson and the average of the other NEOs.


A significant portion (71%) 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, (62%) of the average of the NEOs’ total direct compensation is delivered through performance-based compensation.

Say-on-Pay Vote



At last year’s annual meeting, more than 96% of votes cast were in favor of the advisory vote to approve our executive compensation. The Compensation Committee and Ingevity

management have taken these results into consideration by continuing to emphasize the performance-based elements of our compensation program.

2017 Base Salary



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, performance, competitive pay levels, market trends in salary increases, accountability within Ingevity and economic factors. 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. In 2016, our CEO’s base salary was 91% of the market median and our NEOs’ base salaries ranged from 74% to 106% of the market median based on our peer group and survey data. The following chart shows base

salary increases for 2017. Mr. Smith’s increase is in connection with his promotion in February 2017 to Executive Vice President, and President of Performance Chemicals and Business Development. The following table shows base salary for each NEO at December 31, 2017:

NEO
Percentage Increase
2017 Annual Base Salary ($)
D. Michael Wilson
 
6.3
%
 
850,000
 
John C. Fortson
 
3.2
%
 
490,000
 
Katherine P. Burgeson
 
9.1
%
 
360,000
 
Michael P. Smith
 
23.0
%
 
375,000
 
S. Edward Woodcock
 
9.1
%
 
300,000
 

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2017 Short-Term Incentive Plan (“STIP”)



Ingevity’s STIP is designed to motivate and reward participants, including NEOs, for achieving Ingevity’s annual financial, operational and strategic goals, through cash incentives. The incentive award range that an NEO may earn is determined at the beginning of the year, and the amount paid is based on the actual results achieved for the year.

The 2017 annual incentive program was funded based on Ingevity’s achievement of a quantifiably 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 STIP-Adjusted EBITDA performance is below the threshold performance level. Threshold performance is set at 92% of target. There is no payout if performance falls below 92% of target.

The weighting and actual performance of each target measure is described in the table below:

Metric
Performance
2017 Goals
Funding
Actual
Performance(1)
STIP-Adjusted EBITDA
Threshold
$200 million
 
50
%
 
 
Target
$218 million
 
100
%
 
 
Above Target
$228 million
 
150
%
 
 
Maximum
$236 million
 
200
%
$240 million
(1) See Appendix A for more details on STIP-Adjusted EBITDA and for a reconciliation of this non-GAAP financial measure to the nearest GAAP measure.

The Compensation Committee approved the following target short-term incentive awards for 2017:

Annual Short Term Incentive Award Targets (as percent of base salary)
 
Threshold
Target(1)
Maximum
Actual
2017 Payout
Mr. Wilson
 
50
%
 
100
%
 
200
%
 
200
%
Mr. Fortson
 
35
%
 
70
%
 
140
%
 
140
%
Ms. Burgeson
 
25
%
 
50
%
 
100
%
 
100
%
Mr. Smith
 
27.5
%
 
55
%
 
110
%
 
110
%
Mr. Woodcock
 
27.5
%
 
55
%
 
110
%
 
110
%
(1) The Compensation Committee increased Mr. Smith and Mr. Woodcock’s annual incentive targets in 2017 to 55% from 50% based on peer group and general industry survey benchmark data.

Actual STIP-Adjusted EBITDA for 2017 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 92 percent of target, which was at the 2016 STIP target level. At the time the Compensation Committee determined the target level of performance, the goal was believed to be high, but obtainable. The maximum level of performance was based on 108% 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 2017, the Compensation Committee considered the following performance achievements as compared to the individual’s 2017 goals:

D. Michael Wilson, CEO and President. Mr. Wilson’s accomplishments during the year included:

Executing the Company’s strategic plan, delivering improved revenue by $64 million, or 7.1%, to $972 million and grew Adjusted EBITDA by $41 million, or 20.3%, to $243 million (See Appendix A and the Company’s 2017 Annual Report on Form 10-K) (the “Company 2017 10-K”)
Delivering strong cash flow ($122 million) driven by higher earnings from organic growth, cost savings and disciplined capital investment (See Appendix A)

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Advancing the Company’s strategic plan by executing an agreement to acquire Georgia-Pacific’s pine chemicals business, the Company’s first acquisition as a public company
Enhancing and strengthening relationships with internal and external stakeholders by consistently delivering on commitments
Providing strong emphasis on safety culture resulting in “best-ever” safety performance in 2017
Enhancing employee engagement through the establishment of the “IngeviWay”, the articulation of the Company’s core purpose (“to purify, protect and enhance”), identity, vision, and values
Setting a strong “tone at the top” for the Company’s code of conduct and broader compliance and ethics programs

John C. Fortson, EVP, CFO & Treasurer. Mr. Fortson’s accomplishments during the year included:

Assisting the CEO in development and execution of strategic plan that delivered significant growth in both revenue and earnings, as well as strong free cash flow: $972 million in revenue, $243 million of Adjusted EBITDA and $122 million of free cash flow. (See Appendix A and the Company 2017 Form 10-K)
Effectively funded growth initiatives and managed costs through management of capital allocation process
Improving the Company’s financial position and strategic flexibility by increasing, amending and extending the Company’s credit facilities to a $550 million revolver and $375 million term loan
Implementing hedging strategies in certain raw materials and currencies to manage the Company’s risk profile
Continuing to strengthen Information Technology efforts across the Company including investments in hardware, software and security
Leading effective capital markets communications efforts and investor visits in developing supportive market relationships
Continuing to strengthen the finance organization through the hiring and development of key talent and sustained focus on continuous improvement

Katherine P. Burgeson, EVP, General Counsel & Secretary. Ms. Burgeson’s accomplishments during the year included:

Providing strong counsel to the Board of Directors, established sound governance foundation and developed and managed an effective corporate secretary function
Providing effective advice and counsel to the CEO and Company business leaders, advancing the Company’s business strategies and goals while appropriately balancing risks and opportunities
Developing and leading the process supporting the Company’s first annual report and proxy statement and annual meeting of stockholders
Developing and effectively managing the Company’s law department and related functions, effectively supporting the Company’s legal needs while maintaining cost controls
Providing legal strategy and guidance on the agreement to purchase the Georgia-Pacific pine chemical assets and high yield debt offering as well as numerous strategic initiatives
Formalizing and redesigning the Company’s compliance risk management program and providing strong leadership on compliance matters and setting the tone at the top

Michael P. Smith, EVP & President Performance Chemicals, Strategy and Business Development. Mr. Smith’s accomplishments during the year included:

Providing strong leadership in the Performance Chemicals segment which resulted in exceeding prior year segment revenue by $16 million or 2.6% and Segment EBITDA by $22 million or 27.6% (See Appendix A and the Company 2017 Form 10-K)
Improving Segment EBITDA margin from 13.0% to 16.2%
Leading the evaluation of strategic business development opportunities which resulted in an agreement to purchase the pine chemicals business of Georgia-Pacific
Providing thoughtful leadership in the Performance Chemicals segment towards an enterprise wide, P&L focus

S. Edward Woodcock, EVP & President Performance Materials. Mr. Woodcock’s accomplishments during the year included:

Providing leadership in the Performance Materials segment, which lead to increased segment revenue of $48 million or 16.0% and Segment EBITDA of $19 million or 15.0% (See Appendix A and the Company 2017 Form 10-K)
Developing and producing new products that will help the Company meet expected increased regulatory requirements
Leading capacity enhancements to meet expected growth in China demand
Prudently managing working capital for the segment
Leading successful Operational Excellence implementation at our Waynesboro, GA honeycomb facility that greatly increased productivity and enabled significantly lower capital

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Long-Term Incentive Plan (“LTIP”)



Equity-based awards recognize the performance of our 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. The Compensation Committee also considers peer group data for a general understanding of industry equity practices as well as equity plan share usage and dilution and company expense.

When making LTIP awards, the Compensation Committee first determines the total grant date value of the award and then delivers that value in three components: 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 service-based RSUs (25%).

Performance-Based Restricted Stock Units. The PSUs granted in 2017 vest on December 31, 2019. The number of shares delivered will be determined based on the Company’s financial performance relative to pre-established financial targets based on fiscal 2019 return on invested capital (ROIC) and cumulative earnings per share during the period beginning January 1, 2017 and ending December 31, 2019, 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 may 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.

In 2017 NEOs were granted the following 2017-2019 PSU opportunity:

2017-2019 PSU Targets (as percent of base salary)
 
Minimum
Target(1)
Maximum
Mr. Wilson
 
0
%
 
125
%
 
250
%
Mr. Fortson
 
0
%
 
87.5
%
 
175
%
Ms. Burgeson
 
0
%
 
42.5
%
 
85
%
Mr. Smith
 
0
%
 
40
%
 
80
%
Mr. Woodcock
 
0
%
 
40
%
 
80
%
(1) The Compensation Committee increased Mr. Wilson’s, Mr. Smith’s and Mr. Woodcock’s LTIP award percentages in 2017 based on peer group and general industry survey benchmark data.

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 service-based 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.

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 and have a term of 10 years.

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Other Compensation Practices and Policies

Executive Stock Ownership Policy

Our stock ownership guidelines align the long-term interests of our NEOs 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 or retainer for non-employee directors. The Ownership Guidelines require all NEOs to retain 50% of net shares received as incentive until stock ownership levels are met.

Position
Required Salary Multiple
CEO
 
5x
 
Other NEOs
 
3x
 

In determining compliance with these guidelines, stock ownership includes shares vested and unvested restricted stock awards. Unvested performance-based restricted stock units and/or shares and vested but unexercised stock options are not included. Executives have five years from the date of their designation to achieve the targeted level of ownership. Messrs. Wilson and Fortson have met their respective ownership guidelines and the other NEOs are on track towards achieving their target ownership levels.

Anti-Hedging/Anti-Pledging

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.

Recoupment Policy

In the event of a material restatement of the Company’s financial statements filed with the SEC, the Company’s Board will review the facts and circumstances that led to the requirement for the restatement. In their review, the Board will consider whether any covered current or former executive received Incentive Compensation (as defined in the policy) that was awarded or paid based in whole or in part on the apparent achievement of financial results that were determined by reference to the originally filed financial information, but which financial results were not achieved under the Company’s restated results. The Board will further consider whether any such current or former executive engaged in Misconduct (as defined in the policy) which resulted in or substantially contributed to the material restatement.

If the Board determines that any covered executive did engage in such Misconduct, and such executive received Incentive Compensation within the three-year period preceding the restatement that would not have been payable if the original financial information had reflected the restated results of operations, the Board may, in its sole discretion, direct that the Company recover all or a portion of such excessive Incentive Compensation.

The Board may consider such factors as it shall determine relevant in determining the appropriate recoupment from such current or former executive and the means of recovery. The Board may seek recoupment from any of the following sources: future payments of Incentive Compensation, cancellation of outstanding equity awards, future equity awards and direct repayment.

Equity Grant Practices

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

Severance and Change of Control Agreements

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 any prior agreements in place with our NEOs under Ingevity or our former parent company, WestRock.

An NEO whose employment is terminated by the Company in the absence of a Change of Control (as defined) is entitled to receive severance benefits provided the termination was without Cause (as defined). An NEO whose employment is terminated within two years after a Change of Control is entitled to receive severance benefits provided the termination was without Cause or is a resignation by the NEO for Good Reason (as defined). The purpose of the agreements

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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 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 along with post-termination covenants relating to confidentiality, non-competition and non-solicitation. None of the agreements include any tax gross ups arising from any excise tax imposed by the Internal Revenue Code on excess parachute payments.

Benefits and Perquisites

NEOs participate in each of the benefit plans or arrangements that generally are made available to all U.S. based salaried employees including:

medical and dental benefits;
life, accidental death and disability insurance; and
401(k) retirement plan with a 6% company match, 3% non-contributory company contribution and a 5-year company transition contribution of either 10% for employees grandfathered in the WestRock final average pay pension plan or 4% for employees grandfathered in the WestRock cash balance pension plan.

Additional benefits made available to NEOs are:

financial counseling; and
executive physicals

The value of the financial counseling is credited to the NEO as imputed income. There is no tax gross-up.

The Company also makes available a non-qualified deferred compensation plan to the NEOs as well as a select group of highly compensated employees that allows participants to defer up to 80% of their base compensation and 100% of their annual incentive. The plan also contains a restoration component that restores lost defined contribution benefits due to IRS limits.

Risk Analysis

The Compensation Committee engaged Pearl Meyer to review Ingevity’s executive and non-executive compensation programs to assess whether they encourage or create excessive risk-taking not in the best interest of the Company or its stockholders.

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 and reviewed by the Compensation Committee were: (i) the balance of the Company’s 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) the Company’s 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 the Company.

Based on Pearl Meyer’s review, the Compensation Committee’s deliberations and matters as the Compensation Committee deemed relevant, 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 the Company’s risk management practices and overall strategies.

Tax and Accounting Considerations

Section 162(m) was recently amended to disallow a tax deduction to public companies for compensation over $1 million paid for any fiscal year to the Company’s chief executive officer and up to three other executive officers (other than the chief financial officer) whose compensation

must be included in this proxy statement because they are our most highly compensated officers. Section 162(m) exempts qualifying performance-based compensation with respect to taxable years beginning on or before December 31, 2017 and payable pursuant to a binding

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written agreement in effect on November 2, 2017. Accordingly, only performance-based awards that are deductible in our current fiscal year and performance-based awards outstanding on that date (including any transition relief afforded to us because of our separation from WestRock) or awarded thereafter pursuant to a binding written agreement may be exempt from the deduction limit if applicable requirements are met. While our Compensation Committee structured awards to our executive officers under the 2017 annual and long-term plans to qualify for this exemption, the Compensation Committee believes that shareholder interests are best served if their discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-

deductible compensation expenses. Thus, considering the repeal of the performance-based compensation exception to 162(m), our Compensation Committee expects in the future to approve compensation that is not deductible for income tax purposes. However, the Compensation Committee does not anticipate a shift away from variable or performance-based compensation payable to our NEOs in the future, nor do we anticipate applying less rigor in the process by which we establish performance goals or evaluate performance against such pre-established goals, with respect to compensation paid to our NEOs. In addition, accounting considerations are one of many factors that our Compensation Committee considers in determining compensation mix and amount.

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COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

The table below includes the total compensation of our Chief Executive Officer, our Chief Financial Officer and the four other most highly compensated executive officers of our Company during 2017, whom we refer to in this proxy statement as NEOs, for the fiscal year ended December 31, 2017.

Name and
Principal Position
Year
Salary(1)
($)
Bonus(2)
($)
Stock
Awards(3)
($)
OptionAwards(4)
($)
Non-Equity
Incentive
Comp.(5)
($)
Change in
Pension
Value and
Nonqualified
Deferred
Comp.
Earnings(6)
($)
All Other
Comp.(7)
($)
Total
($)
D. Michael Wilson
 
2017
 
 
845,833
 
 
 
 
1,593,778
 
 
531,253
 
 
1,700,000
 
 
76,315
 
 
186,723
 
 
4,933,902
 
 
 
2016
 
 
800,000
 
 
565,419
 
 
2,579,160
 
 
509,157
 
 
1,029,600
 
 
8,002
 
 
616,767
 
 
6,108,105
 
 
 
2015
 
 
266,667
 
 
500,000
 
 
 
 
 
 
 
 
 
 
22,917
 
 
789,584
 
John C. Fortson
 
2017
 
 
488,750
 
 
 
 
643,534
 
 
214,493
 
 
686,000
 
 
18,907
 
 
100,819
 
 
2,152,503
 
 
 
2016
 
 
475,000
 
 
197,678
 
 
1,608,602
 
 
286,606
 
 
427,930
 
 
2,233
 
 
356,169
 
 
3,354,218
 
 
 
2015
 
 
95,000
 
 
250,000
 
 
 
 
 
 
 
 
 
 
11,813
 
 
356,813
 
Katherine P. Burgeson
 
2017
 
 
357,500
 
 
 
 
229,488
 
 
76,503
 
 
360,000
 
 
143,992
 
 
68,047
 
 
1,235,530
 
 
 
2016
 
 
325,833
 
 
89,950
 
 
269,912
 
 
80,533
 
 
209,680
 
 
642
 
 
223,525
 
 
1,200,075
 
 
 
2015
 
 
312,966
 
 
50,000
 
 
185,636
 
 
77,322
 
 
148,721
 
 
159,025
 
 
24,963
 
 
958,633
 
Michael P. Smith
 
2017
 
 
369,167
 
 
 
 
224,974
 
 
74,991
 
 
412,500
 
 
1,595
 
 
67,722
 
 
1,150,948
 
S. Edward Woodcock
 
2017
 
 
297,917
 
 
 
 
179,990
 
 
59,997
 
 
330,000
 
 
70,903
 
 
96,869
 
 
1,035,675
 
 
 
2016
 
 
275,000
 
 
48,611
 
 
192,454
 
 
54,731
 
 
176,960
 
 
7,411
 
 
30,914
 
 
786,081
 
 
 
2015
 
 
243,127
 
 
 
 
87,616
 
 
 
 
98,929
 
 
125,024
 
 
18,159
 
 
572,855
 
Edward A. Rose
 
2017
 
 
33,333
 
 
 
 
130,716
 
 
 
 
 
 
211
 
 
1,754,817
 
 
1,919,077
 
 
 
2016
 
 
400,000
 
 
111,111
 
 
431,111
 
 
122,200
 
 
 
 
8,416
 
 
44,341
 
 
1,117,179
 
 
 
2015
 
 
379,166
 
 
 
 
199,874
 
 
 
 
203,500
 
 
378,846
 
 
34,716
 
 
1,196,102
 
(1) The amounts in this column represent salaries before compensation reduction under the Company’s qualified and non-qualified retirement and savings plans.
(2) These values represent the 2016 amounts paid to Messrs. Wilson, Fortson and Ms. Burgeson pursuant to their Letter Agreements providing for short-term cash awards for the period commencing from their respective hire dates with the Company ending with the Separation prorated for the partial year and assuming target performance. In the case of Messrs. Rose and Woodcock, the amounts above include 2016 incentive cash replacement awards in the amount of $111,111 for Mr. Rose, and $48,611 for Mr. Woodcock, which represent awards granted by WestRock and assumed by Ingevity under the terms of the Employee Matters Agreement in connection with the Separation.
(3) These 2017 values represent the aggregate grant date fair value of the service-based and performance-based restricted stock unit awards made in 2017 as computed in accordance with FASB ASC Topic 718. The assumptions used in determining the grant date fair value of the stock awards are set forth in Note 10 to our consolidated financial statements, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. For grants of restricted stock units, the fair value per share is equal to the closing price of Ingevity’s Common Stock on the NYSE on the date of grant. With respect to the 2017 grants of PSUs, the value is reported assuming the target level of performance is achieved. The value of the 2017 PSU awards if the maximum level of performance was achieved would be: Mr. Wilson $2,125,037; Mr. Fortson $858,045; Mr. Smith $299,965; Mr. Woodcock $239,951; and Ms. Burgeson $306,020. For Mr. Rose the stock award values reflect the incremental fair value as determined pursuant to FASB ASC Topic 718 of certain unvested RSUs for which vesting accelerated on the date of his termination, January 31, 2017. The closing fair market value of Ingevity common stock on January 31, 2017 was $55.59, the incremental fair value of the 2,391 shares for which vesting accelerated was $130,716.
(4) These 2017 values represent the aggregate grant date fair market value of stock option awards granted in 2017 computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 to the Company’s audited consolidated financial statements for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2018.
(5) The 2017 amounts shown in this column represent cash payments made to NEOs under the Short-Term Incentive Plan. See “Compensation Discussion and Analysis — 2017 STIP” for additional information regarding the plan design, 2017 actual performance and payouts authorized under the plan.
(6) The Company does not maintain a qualified defined benefit pension plan for any of our salaried employees, including our NEOs. However, the Company maintains a Retirement Restoration Plan that mirrors benefits provided under a qualified defined benefit plan sponsored and maintained by our former parent company, WestRock. The Retirement Restoration Plan is a non-qualified plan that was adopted by the Company to honor historical WestRock obligations under an Employee Matters Agreement between WestRock and the Company as part of the Separation. None of our NEOs currently accrue a benefit under this plan, and only Ms. Burgeson and Messrs. Woodcock and Rose are covered. The amounts in this column represent the actuarial increase in the present value of the three participating NEOs’ benefits under this non-qualified Retirement Restoration Plan maintained by the Company during the 12-months ended December 31, 2017. The

INGEVITY - 2018 Proxy Statement - 27

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present value of accumulated benefits is based on benefits payable at age 65 using a discount rate of 4.15% and mortality based on the RP-2014 White Collar Mortality Table adjusted back to 2006 using Scale MP-2014 and projected with Scale MP-2016. While these amounts appear as a lump sum, the normal form of payment is an annuity. These amounts are “pension accounting values” and were not realized by these NEOs during 2017.

(7) Amounts shown in this column for 2017 are derived as follows:
 
D. Michael
Wilson
John C.
Fortson
Katherine P.
Burgeson
Michael P.
Smith
S. Edward
Woodcock
Edward A.
Rose
Financial Planning/Counseling(1)
$
15,346
 
$
16,378
 
$
15,346
 
$
16,608
 
$
16,609
 
$
15,307
 
Qualified Savings Plan Contributions(2)
$
24,300
 
$
24,300
 
$
24,131
 
$
22,829
 
$
36,000
 
$
3,000
 
Non-Qualified Savings Plan Contributions(3)
$
144,189
 
$
57,901
 
$
26,785
 
$
18,952
 
$
42,543
 
$
 
 
Life Insurance Premiums
$
1,913
 
$
1,103
 
$
810
 
$
845
 
$
675
 
$
$75
 
Executive Long-Term Disability(4)
$
975
 
$
1,137
 
$
975
 
$
1,137
 
$
1,042
 
$
$99
 
Relocation(5)
$
 
$
 
$
 
$
7,351
 
 
 
 
 
Severance Related Benefits(6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
987,000
 
Consulting Fees(7)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
100,000
 
Accelerated Vesting of Stock Grants(8)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
520,047
 
Long-term Cash Awards(9)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
129,293
 
Total Other Compensation
$
186,723
 
$
100,819
 
$
68,047
 
$
67,722
 
$
96,869
 
$
1,754,817
 
(1) Reimbursement by the Company for financial planning.
(2) Annual matching and non-contributory contributions by the Company to qualified 401(k) Savings Plan.
(3) Annual matching and non-contributory contributions by the Company to non-qualified deferred compensation plan.
(4) Annual long-term disability premium paid by the Company.
(5) Final relocation expenses paid by the Company for relocation Mr. Smith to North Charleston, South Carolina, the Company’s headquarters. These expenses were paid pursuant to the Company’s broad-based relocation policy that covers all Company salaried employees and incudes a gross-up feature. The gross-up for taxes paid on behalf of Mr. Smith was $162 in 2017.
(6) One-time cash severance payment to Mr. Rose in connection with his termination of employment.
(7) Consulting fees paid to Mr. Rose following his termination from the Company.
(8) Accelerated vesting of 11,561 Stock options with a value of $320,124 upon termination and 2,837 Performance-based RSUs at target which had a fair market value of $70.47 each and $199,923 in total on 12/31/2017.
(9) Long-term cash awards for Mr. Rose represent a $88,889 service based cash award that vested at time of Ingevity's spin-off from Westrock but did not pay out until time of termination and a $40,404 service based cash award that was paid by Ingevity to replace a cash award that was forfeited as a result of the spin off form Westrock.

28 - INGEVITY - 2018 Proxy Statement

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Grants of Plan-Based Awards in 2017

The following table reports plan-based awards granted to the NEOs during fiscal 2017. The material terms of our short- and long-term incentive compensation awards are described in “Compensation Discussion and Analysis — Compensation Philosophy” beginning on page 18.

Name
Grant
Date
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
All Other
Stock
Awards
or Units
(# of
awards)(3)
All Other
Option
Awards
(# of
awards)(4)
Exercise
Or Base
Price of
Option
Awards(5)
($)
Grant Date
Fair Market
Value of
Stock &
Option
Awards(6)
($)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(# of
awards)
Target
(# of
awards)
Maximum
(# of
awards)
D. Michael Wilson
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STIP Annual
 
 
 
 
425,000
 
 
850,000
 
 
1,700,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incentive
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PSUs
 
5/27/2016
 
 
 
 
 
 
 
 
 
 
 
17,333
 
 
35,466
 
 
70,932
 
 
 
 
 
 
 
 
 
 
 
989,501
 
RSUs
 
5/27/2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
56,977
 
 
 
 
 
 
 
 
1,589,658
 
Stock Options
 
5/27/2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
48,170
 
 
27.90
 
 
509,197
 
PSUs
 
2/27/2017
 
 
 
 
 
 
 
 
 
 
 
10,003
 
 
20,006
 
 
40,012
 
 
 
 
 
 
 
 
 
 
 
1,062,519
 
RSUs
 
2/27/2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,003
 
 
 
 
 
 
 
 
531,259
 
Stock Options
 
2/27/2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25,652
 
 
53.11
 
 
531,253
 
John C. Fortson
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STIP Annual
 
 
 
 
171,500
 
 
343,000
 
 
686,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incentive
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PSUs
 
5/27/2016
 
 
 
 
 
 
 
 
 
 
 
9,471
 
 
18,941
 
 
37,882
 
 
 
 
 
 
 
 
 
 
 
528,454
 
RSUs
 
5/27/2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38,715
 
 
 
 
 
 
 
 
1,080,149
 
Stock Options
 
5/27/2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
27,115
 
 
27.90
 
 
286,606
 
PSUs
 
2/27/2017
 
 
 
 
 
 
 
 
 
 
 
4,039