Home Meeting notice Ingevity: 2022 Ingevity Proxy Statement – ​​Notice of Annual Meeting of Shareholders

Ingevity: 2022 Ingevity Proxy Statement – ​​Notice of Annual Meeting of Shareholders



March 11, 2022

To Ingevity shareholders:

We are pleased to invite you to attend the 2022 annual meeting of shareholders (the “Annual Meeting”) of Ingevity Corporation (the “Company”). In light of guidelines regarding the COVID-19 pandemic and to protect the health and well-being of our shareholders, employees, board members and other members of our community, the annual meeting will be held virtually via a live audio webcast April 27. , 2022 at 9:30 a.m. EST.

You may participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/NGVT2022 and may submit questions and vote your common shares of the Company, with a par value of $0.01 (the “Common Shares”), by electronic way. Further details regarding attendance, voting and business to be transacted at the annual meeting are described in the following notice of annual meeting and in this proxy statement.

2021 has been a good year at Ingevity. We delivered strong overall financial performance in 2020, despite a dynamic environment challenged by supply chain and logistics disruptions. We did this by keeping safety first. Ingevity 2.0, our strategic approach to growth, is on track as we strive to be a leading chemical company, measured by our financial performance and our culture of operational excellence. During the year, we continued our transformation into an innovation-driven company by leveraging our chemicals – products made from renewable materials and derived technologies that confer environmental benefits when used – to purify, protect and improve the world around us.

Our segments performed well in a context of ongoing pressure and uncertainty. The Performance Chemicals segment recorded a remarkable recovery. Despite continued commodity and energy inflation, the team delivered impressive year-over-year sales growth, particularly in engineering polymers and industrial specialties. Due to the global shortage of semiconductor chips, automotive production was unpredictable and under pressure throughout the second half of 2021, but our Performance Materials team managed global planning, production and inventory with great discipline. and turned in a strong performance for the year.

We have progressed towards strategic growth and innovation efforts. Our Performance Chemicals team has completed the production of alternative fatty acids using alternative raw materials to crude tall oil and seen our first sales of our new product AltaVeg™. In Performance Materials, our wood-based alternative fuel vehicle solution that enables the use of renewable natural gas (”RNG”) for cleaner mobility has been awarded a grant to fund 28 trucks powered by our unique gas storage, demonstrating the amplified emissions reduction benefits for fleets when using RNG as a vehicle fuel. We also completed testing our on-site industrial storage tank leveraging this same gas storage innovation, became operational with our strategic methane capture and storage partner, GreenGasUSA Holdings LLC, and made investments additional in biosurfactants and odor capture and release technologies, bacteria and virus control.

We have moved forward with our sustainability program. This year, we increased our overall EcoVadis score for Corporate Social Responsibility by almost 11% and maintained our Silver score. Our 2020 Sustainability Report highlighted progress towards our current Sustainable Development Goals and included our first statements on climate change, discrimination and racial injustice.

We have further enriched and accelerated our culture and our social impact. This year, we established a formal Diversity, Equity and Inclusion (“DEI”) function, welcomed our first DEI Director, and presented a DEI Strategic Plan that aims to create lasting progress by building diverse teams, elevating equity, demonstrating inclusiveness and supporting communities in ways that foster the vitality of the diverse places where we operate. Their work will be essential as we continue to enrich our IngeviWay culture.

Good leadership continues to have a positive impact on our growth and success. Today, our Board of Directors is 38% women and 13% racially and ethnically diverse. Additionally, our leadership team – 29% female led and 14% racially and ethnically diverse – welcomed Mary Dean Hall as Executive Vice President and Chief Financial Officer, Stacy Cozad as Executive Vice President, General Counsel and secretary, Rich White, as senior vice president. and President, Industrial Specialties and Pavement Technologies, and Steve Hulme, Senior Vice President and President, Engineering Polymers.

A Notice of Internet Availability or proxy card is being mailed effective March 11, 2022 to each registered holder of Common Shares as of the record date, February 28, 2022. Please see “Questions and Answers on Annual Meeting, Proxy Solicitation and Voting Information” for information on how to attend, vote, review the list of shareholders and submit questions at the annual meeting.

Whether or not you plan to attend the annual meeting virtually, we invite you to vote and submit your proxy prior to the annual meeting by one of the methods described in the proxy materials for the annual meeting. Your vote means that you are represented at the annual meeting, whether or not you attend virtually. Thank you for your continued support of Ingevity.