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Exhibit 10.97
December 1st, 2025

Phillip J. Platt
[Address]

Dear Phil,
We are pleased to provide written confirmation of our offer of employment with Ingevity Corporation (“Ingevity”) as Senior Vice President and Chief Financial Officer reporting to me based at our global headquarters in North Charleston, SC, effective May 1, 2026 (the “Start Date”).
Your compensation for this position will be $37,500 monthly ($450,000 annually), paid on the last working day of each month. In addition to your base salary, you will be eligible to participate in the following company plans and programs:
Annual Short - Term Incentive Plan: Your annual incentive target for this position will be 60% of your base salary beginning with the 2026 plan year. Your target for this position will be prorated based on your start date for the 2026 plan year and will be paid in 2027, subject to satisfactory performance against objectives associated with the plan in which you participate. The Ingevity Short-Term Incentive Plan is funded primarily by Ingevity financial performance. 80% of your payout is based on the company’s financial performance against preestablished goals and 20% is based on your individual performance. Total payout may range from 0% to 200%.
Long-Term Incentive Program: You will be eligible to participate in Ingevity’s performance based Long-Term Incentive Program, beginning with awards granted in 2027, with a target level of 150% of your base salary for your total target award opportunity under the 2027 Long-Term Incentive Program. Awards under this program are not automatic and are based on job performance, anticipated future contributions, and other factors. Awards are at the sole discretion of the Talent and Compensation Committee of the Board of Directors.
The type and mix of Long-Term Incentive Program Awards are subject to change, as determined by the Talent and Compensation Committee. By way of illustration only, equity awards granted in 2025 under the company’s Long-Term Incentive Program generally consisted of:
50% Service-based restricted stock units (RSUs) with 3-year ratable vesting
50% Performance-based restricted stock units (PSUs) with 3-year cliff vesting
PSUs may vest between 0% and 200% based on the company’s financial attainment against pre-established metrics over the 3-year performance period
Promotion Equity Award: On the first trading day coincident with your Start Date, you will receive a one-time equity grant of $191,620, allocated and payable in accordance with the 2026 Long-Term Incentive mix and, in the case of PSUs, pre-established metrics over the 3-year performance period.
Severance and Change of Control Agreement: You will continue to be entitled to severance protections in accordance with, and subject to the terms and conditions of, our previously executed Severance and Change of Control Agreement.
The above stated plans or programs are reviewed periodically, and may be amended based on company goals, business needs and legal requirements.
Compliance with Section 409A
It is intended that the provisions of this letter agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and all arrangements set forth herein shall be construed, interpreted and implemented in a manner
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Exhibit 10.97
consistent with the requirements for avoiding taxes or penalties under Section 409A; provided, however, that the tax treatment of benefits under this letter agreement is not warranted or guaranteed.
For purposes of any payments to be made upon your termination of employment, such term will mean your “separation from service” as defined under Section 409A. In the event that any payments under this letter agreement constitute “deferred compensation” subject to Section 409A and you are a “specified employee” as defined under Section 409A, no such payments will be made until six (6) months following your termination of employment, or if earlier, the date of your death. Any such payments that are delayed will be paid six (6) months following your termination, or, if earlier, the date of your death.
Eligibility / Employment At Will
The above stated offer is contingent upon a satisfactory background check.
All employment at Ingevity, contingent or otherwise, is at-will. All policies, manuals or similar documents are meant to be an explanation of policies or programs and do not change the terms of your at-will employment. Either you or Ingevity may terminate your employment at any time.
Other Ingevity Policies
As Senior Vice President and Chief Financial Officer, you will be subject to Ingevity’s Stock Ownership Guidelines, as in effect from time to time. Currently, the Stock Ownership Guidelines require that you achieve stock ownership at a level equal to two times your base salary, and that you to retain 50 percent of the net shares received under Long-Term Incentive Plan awards until that stock ownership level is met.
Any compensation paid to you shall be subject to recoupment pursuant to the terms of any recoupment policy the company may adopt and as such policy may be from time to time amended.
More information about Ingevity’s stock ownership guidelines, recoupment policy and other applicable company policies (including Ingevity’s Insider Trading Policy and Code of Conduct) will be reviewed upon acceptance of this offer.

If the terms of this offer are acceptable, please indicate your agreement by signing, dating and returning this offer letter to me by December 6th, 2025.

Best,
/s/ DAVID H. LI
David H. Li
President and Chief Executive Officer
ACCEPTED AND AGREED:
/s/ PHILLIP J. PLATT
Name: Phillip J. Platt
Date: 12/06/2025
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