What changed in this filing

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Item 9A. Controls and Procedures

2021-02-19 compared with 2020-02-26 · 35 added, 37 removed, 168 unchanged (30% of the section changed)

2 unchanged sentences

These controls and procedures also provide reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

As of December 31, 2019, the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Exchange Act.

As of December 31, 2020, the Company's Chief Executive Officer, who currently also serves as Ingevity’s Chief Financial Officer ("CEO and CFO"), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Exchange Act.

Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

As a result of our acquisition of the Caprolactone Business on February 13, 2019, Ingevity's internal control over financial reporting, subsequent to the date of acquisition, includes certain additional internal controls relating to Caprolactone Business.

Except as described above, there have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management's Report on Internal Control of Financial Reporting

There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

We have not experienced any material impact to our internal controls over financial reporting despite the fact that many of our employees are working remotely due to the COVID-19 pandemic.

We are continually monitoring and assessing the COVID-19 pandemic and its impact on the design and operating effectiveness of our internal controls over financial reporting.

We are also in the beginning stages of a multi-year implementation of a new global enterprise resource planning (“ERP”) system, which will replace our existing operating and financial systems.

The implementation is expected to occur in phases over the next several years.

Currently, we have had no changes in our internal controls over financial reporting with respect to this implementation, however, as the implementation progresses, we will give appropriate consideration to whether any process changes necessitate changes in the design of and testing for effectiveness of internal controls over financial reporting.

Management's Report on Internal Control over Financial Reporting

Refer to Management’s Report on Internal Control over Financial Reporting, which is included within Part II.

6 unchanged sentences

Information concerning directors, appearing under the caption “Proposal No.

1 - Election of Directors” in our Proxy Statement to be filed with the SEC in connection with the Annual Meeting of Stockholders scheduled to be held on April 23, 2020 (the “Proxy Statement”), information concerning executive officers, appearing under the caption “Information about our Executive Officers” in Part I of this Form 10-K, information concerning the Audit Committee, appearing under the caption “Corporate Governance - Committees of our Board - Audit Committee” in the Proxy Statement, and Code of Ethics, appearing under the caption “Corporate Governance - Codes of Business Conduct and Ethics” in the Proxy Statement, is incorporated herein by reference in response to this Item 10.

1 - Election of Directors” in our Proxy Statement to be filed with the SEC in connection with the Annual Meeting of Stockholders scheduled to be held on April 22, 2021 (the “Proxy Statement”), information concerning executive officers, appearing under the caption “Information about our Executive Officers” in Part I of this Form 10-K, information concerning the Audit Committee, appearing under the caption “Board and Governance Matters - Corporate Governance - Committees of our Board of Directors - Audit Committee” in the Proxy Statement, and Code of Ethics, appearing under the caption “Codes of Business Conduct and Ethics” in the Proxy Statement, is incorporated herein by reference in response to this Item 10.

EXECUTIVE COMPENSATION

The information contained in the Proxy Statement in the section titled “Compensation of Executive Officers” with respect to executive compensation, in the section titled “Director Compensation,” in the section titled "Compensation Committee Report," and in the section titled “Corporate Governance—Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference in response to this Item 11.

The information contained in the Proxy Statement in the section titled “Executive Compensation Matters” in the section titled “Board and Governance Matters - Director Compensation,” and in the section titled “Board and Governance Matters - Corporate Governance - LD&C Committee Interlocks and Insider Participation” is incorporated herein by reference in response to this Item 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information contained in the section titled “Common Stock Ownership of Executive Officers and Directors” in the Proxy Statement, with respect to security ownership of certain beneficial owners and management, is incorporated herein by reference in response to this Item 12.

The information contained in the section titled “Ownership of Equity Securities” in the Proxy Statement, with respect to security ownership of certain beneficial owners and management, is incorporated herein by reference in response to this Item 12.

Equity Compensation Plan Information

16 unchanged sentences

(1) Plans approved by WestRock as sole stockholder prior to the Separation while the Company was a wholly owned subsidiary.

(2) Includes 404,737 stock options, 112,703 restricted stock units (RSUs) and 257,273 performance-based restricted stock units (PSUs) granted to employees and 9,540 RSUs held by directors.

In accordance with SEC rules, the number of shares to be issued for performance based stock unit awards has been calculated based on the assumption that the awards granted in 2017 and 2018 will pay out at the maximum performance level (2x) because these awards are tracking above target, and the awards granted in 2019 will pay out at the threshold (0.5x) because these awards are tracking below threshold.

(2) Includes 345,867 stock options, 168,292 restricted stock units (RSUs) and 166,028 performance-based restricted stock units (PSUs) granted to employees and 12,235 DSUs to be issued to directors.

In accordance with SEC rules, the number of shares to be issued for performance based stock unit awards has been calculated based on the assumption that the awards granted in 2018 will pay out at the maximum performance level (2x) because these awards are tracking above target, the awards granted in 2019 will pay out at the threshold (0.5x) because these awards are tracking below threshold, and the awards granted in 2020 will pay out at the target (1.0x) because these awards are tracking below target.

The target payout of the performance based vesting restricted stock unit awards is 141,565 shares.

28 unchanged sentences

Bank National Association, a national banking association (incorporated by reference to Exhibit 4.1 to Form 8-K filed January 24, 2018).

Indenture, dated as of October 28, 2020, among Ingevity Corporation, the guarantors party thereto and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed October 28, 2020).

Description of Registrant's Securities.

1 unchanged sentence

Securities and Exchange Commission on May 16, 2016).

Transition Services Agreement between Ingevity Corporation and WestRock Company (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on May 16, 2016).

Exhibit Description

27 unchanged sentences

001-37586) filed March 7, 2019).

Incremental Facility Agreement and Amendment No.

5, by and among Ingevity Corporation, Ingevity Holdings SPRL, the other loan parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as successor administrative agent and Wells Fargo Bank, N.A., as resigning administrative agent (incorporated by reference to Exhibit 10.1 to Form 8-K filed October 28, 2020).

Intellectual Property Agreement by and between WestRock Company and Ingevity Corporation (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, as filed with the U.S.

3 unchanged sentences

Securities and Exchange Commission on April 4, 2016).

Exhibit Description

Employment Letter, dated October 2, 2015, between WestRock Company, Ingevity Corporation and Katherine P.

5 unchanged sentences

Securities and Exchange Commission on April 4, 2016).

Exhibit Description

Ingevity Corporation Amended and Restated 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 10-Q, as filed with the U.S.

16 unchanged sentences

Ingevity Corporation Non-Employee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.16 to the company’s Annual Report on Form 10-K for the year ended December 31, 2016).

Exhibit Description

Ingevity Corporation Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.3 to the company’s Current Report on Form 10-Q, as filed with the U.S.

3 unchanged sentences

Securities and Exchange Commission on March 7, 2017).

Exhibit Description

Separation and Release Agreement, between Ingevity Corporation and D.

Michael Wilson, dated as of February 20, 2020.

Michael Wilson, dated as of February 20, 2020 (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 26, 2020).

Change in control and severance agreement between Ingevity Corporation and John C.

Fortson dated March 1, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on March 7, 2017).

Fortson dated August 21, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on August 24, 2020).

Change in control and severance agreement between Ingevity Corporation and Katherine P.

6 unchanged sentences

Change in control and severance agreement between Ingevity Corporation and Michael P.

Smith dated March 1, 2017.

2017 Ingevity Corporation Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.1 to the Company's Form S-8, as filed with the U.S.

Securities and Exchange Commission on May 23, 2017).

Smith dated March 1, 2017 (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 26, 2020).

Change in control and severance agreement between Ingevity Corporation and Stacy Cozard dated January 8, 2021.

Crude Tall Oil Supply Agreement between Ingevity Corporation and Georgia-Pacific LLC, dated as of March 8, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on March 8, 2018).

Amendment to the Crude Tall Oil Supply Agreement, dated as of May 1, 2020, by and between Ingevity Corporation and Georgia-Pacific LLC.

Ingevity Corporation List of Significant Subsidiaries

Consent of PricewaterhouseCoopers LLP

Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer.

Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer.

Section 1350 Certification of the company’s Principal Executive Officer.

The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.

Section 1350 Certification of the company’s Principal Financial Officer.

Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer and Principal Financial Officer.

Section 1350 Certification of the company’s Principal Executive Officer and Principal Financial Officer.

5 unchanged sentences

INGEVITY CORPORATION

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer and Duly Authorized Officer)

President and Chief Executive Officer

and Interim Chief Financial Officer and Treasurer

(Duly Authorized Officer)

February 19, 2021

1 unchanged sentence

Signature Title Date

/s/ Richard B.

Chairman of the Board, and Interim President and Chief Executive Officer

(Principal Executive Officer) February 26, 2020

Executive Vice President,

Chief Financial Officer and Treasurer

(Principal Financial Officer)

February 26, 2020

Director, President and Chief Executive Officer and Interim Chief Financial Officer and Treasurer (Principal Executive Officer and Principal Financial Officer) February 19, 2021

/s/ Phillip J.

Chief Accounting Officer and

Corporate Controller

(Principal Accounting Officer)

February 26, 2020

Chief Accounting Officer and Corporate Controller

(Principal Accounting Officer) February 19, 2021

Director February 19, 2021

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures