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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-19 · 88 added, 41 removed, 162 unchanged (44% of the section changed)

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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, 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.

As of December 31, 2021, 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.

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

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There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended December 31, 2021 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.

We are implementing a new global enterprise resource planning (“ERP”) system, which will replace our existing operating and financial systems.

The implementation is expected to occur in multiple phases beginning in fiscal year 2022.

Currently, we have had no changes in our internal control 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 the Company's internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 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.

Information concerning directors, appearing under the caption “Proposal 1 - Election of Directors” in our Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 in connection with the Annual Meeting of Stockholders scheduled to be held on April 27, 2022 (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 Corporate Governance Matters - Committees of our Board of Directors - Audit Committee” in the Proxy Statement, information concerning delinquent Section 16(a) reports, appearing under the caption "Delinquent Section 16(a) Reports", in the Proxy Statement, and information concerning our Code of Ethics, appearing under the caption “Codes of 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 “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.

The information contained in the Proxy Statement in the section titled “Compensation Discussion and Analysis” and in the section titled “Board and Corporate Governance Matters - Director Compensation,” is incorporated herein by reference in response to this Item 11.

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

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Equity Compensation Plans approved by stockholders 740,886 $ 61.34 3,143,602

692,422 $ 57.28 3,360,216

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

(1) Includes 337,505 stock options, 241,986 restricted stock units (RSUs) and 153,908 performance-based restricted stock units (PSUs) granted to employees and 7,487 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.

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 2019 will pay out at the threshold (0.5x) because these awards are tracking below threshold, and the awards granted in 2020 and 2021 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 165,877 shares.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information contained in the Proxy Statement concerning our independent directors under the caption “Corporate Governance - Director Independence” and the information contained in the Proxy Statement concerning related party transactions and our review, approval or ratification thereof appearing under the caption “Related Party Transactions” is incorporated herein by reference in response to this Item 13.

The information contained in the Proxy Statement concerning our independent directors under the caption “Board and Corporate Governance Matters - Director Nominees and Selection - Director Independence” and the information contained in the Proxy Statement concerning related party transactions and our review, approval or ratification thereof appearing under the caption “Related Party Transactions” is incorporated herein by reference in response to this Item 13.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information contained in the Proxy Statement in the section titled “Proposal No.

2 - To Ratify Appointment of Independent Registered Public Accounting Firm” is incorporated herein by reference in response to this Item 14.

The information contained in the Proxy Statement in the section titled “Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm” is incorporated herein by reference in response to this Item 14.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed with this Report

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Financial Statements Schedule II – Valuation and qualifying accounts and reserves for the years ended December 31, 2021, 2020, and 2019 94

The schedules not included herein are omitted because they are not applicable or the required information is presented in the financial statements or related notes.

All schedules have been omitted because they are not required, not applicable or the information is otherwise included.

See attached Index of Exhibits

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Securities and Exchange Commission on April 25, 2019).

Ingevity Corporation Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, as filed with the U.S.

Ingevity Corporation Amended and Restated Bylaws, effective April 25, 2019 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on April 25, 2019).

Ingevity Corporation Second Amended and Restated Bylaws, effective October 25, 2021 (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on October 28, 2021).

Indenture, dated as of January 24, 2018, among Ingevity Corporation, the Guarantors, and U.S.

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

Bank National Association, a national banking association, with respect to the 4.50% Senior Notes Due 2026 (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).

Bank National Association, as trustee, with respect to the 3.875% Senior Notes Due 2028 (incorporated by reference to Exhibit 4.1 to Form 8-K filed October 28, 2020).

Description of Registrant's Securities.*

Tax Matters Agreement between Ingevity Corporation and WestRock Company (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 May 16, 2016).

Exhibit Description

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001-37586) filed August 22, 2017).

Incremental Facility Agreement 2nd Amendment No.

Incremental Facility Agreement and Amendment No.

2, by and among Ingevity Corporation, Ingevity Holdings SPRL, the other loan parties party thereto, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, dated as of August 7, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the U.S.

10 unchanged sentences

Securities and Exchange Commission on May 16, 2016).

Employment Letter, dated September 18, 2015, between WestRock Company, Ingevity Corporation and John Fortson (incorporated by reference to Exhibit 10.10 to the Company's Amendment No.

3 to Form 10, as filed with the U.S.

Securities and Exchange Commission on April 4, 2016).

Ingevity Corporation 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 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

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Securities and Exchange Commission on April 4, 2016).

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.

Ingevity Corporation Amended and Restated 2016 Omnibus Incentive Plan, restated as of July 31, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on October 30, 2019).

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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.

Restated Ingevity Corporation Non-Employee Director Compensation Policy, effective April 24, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on May 2, 2019).

Change in control and severance agreement between Ingevity Corporation and D.

Severance and Change of Control Agreement between Ingevity Corporation and D.

Michael Wilson dated March 1, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the U.S.

3 unchanged sentences

Securities and Exchange Commission on February 26, 2020).

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

Severance and Change of Control Agreement between Ingevity Corporation and John C.

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.

Severance and Change of Control Agreement between Ingevity Corporation and Katherine P.

Burgeson dated March 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on March 7, 2017).

Change in control and severance agreement between Ingevity Corporation and S.

Severance and Change of Control Agreement between Ingevity Corporation and S.

Edward Woodcock, Jr.

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Securities and Exchange Commission on March 7, 2017).

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

Severance and Change of Control Agreement between Ingevity Corporation and Michael P.

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.

Severance and Change of Control Agreement between Ingevity Corporation and Stacy Cozad dated January 8, 2021 (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 19, 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.

Amendment to the Crude Tall Oil Supply Agreement, dated as of May 1, 2020, by and between Ingevity Corporation and Georgia-Pacific LLC (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 19, 2021).

Severance and Change of Control Agreement between Ingevity Corporation and Mary Dean Hall dated March 19, 2021 (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 24, 2021).

2017 Ingevity Corporation Employee Stock Purchase Plan Effective July 1, 2017 (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8, as filed with the U.S.

Securities and Exchange Commission on May 23, 2017).

Severance and Change of Control Agreement between Ingevity Corporation and Steven P.

Hulme dated December 15, 2021.*

Severance and Change of Control Agreement between Ingevity Corporation and Rich A.

dated December 14, 2021.*

Offer Letter between John C.

Fortson and Ingevity Corporation dated August 21, 2020.*

Offer Letter between Mary Dean Hall and Ingevity Corporation dated March 17, 2021.*

Exhibit Description

Offer Letter between Stacy L.

Cozad and Ingevity Corporation dated January 5, 2021.*

Offer Letter between Rich A.White Jr.

and Ingevity Corporation dated December 2, 2021.*

Offer Letter between Steven P.

Hulme and Ingevity Corporation dated December 2, 2021.*

Form of Option Award under the Ingevity Corporation 2016 Omnibus Incentive Plan - U.S.

Form of Option Award under the Ingevity Corporation 2016 Omnibus Incentive Plan - U.K.

Form of Performance-Based Restricted Stock Unit Award under the Ingevity Corporation 2016 Omnibus Incentive Plan – U.S.

Form of Performance-Based Restricted Stock Unit Award under the Ingevity Corporation 2016 Omnibus Incentive Plan – U.K.

Form of Restricted Stock Unit Award (three-year ratable vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan – U.S.

Form of Restricted Stock Unit Award (three-year ratable vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan – U.K.

Form of Restricted Stock Unit Award (three-year cliff vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan – U.S.

Form of Restricted Stock Unit Award (three-year cliff vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan – U.K.

Form of Performance-Based Cash Award under the Ingevity Corporation 2016 Omnibus Incentive Plan – International Employees.*

Form of Service-Based Cash Award under the Ingevity Corporation 2016 Omnibus Incentive Plan – International Employees.*

Amended and Restated Severance and Change of Control Agreement between Ingevity Corporation and John C.

Fortson dated February 17, 2022.*

Amended and Restated Severance and Change of Control Agreement between Ingevity Corporation and Mary Dean Hall dated February 14, 2022.*

Amended and Restated Severance and Change of Control Agreement between Ingevity Corporation and Stacy L.

Cozad dated February 17, 2022.*

Amended and Restated Severance and Change of Control Agreement between Ingevity Corporation and Richard A.

dated February 14, 2022.*

Amended and Restated Severance and Change of Control Agreement between Ingevity Corporation and Steven P.

Hulme dated February 21, 2022.*

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 and Principal Financial Officer.

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

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.*

Exhibit Description

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

101 Inline XBRL Instance Document and Related Items - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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+ Management contract or compensatory plan or arrangement

* Filed or furnished, as applicable, herewith.

† Indicates that certain information has been omitted pursuant to Item 601(b)(10) of Regulation S-K.

FORM 10-K SUMMARY

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INGEVITY CORPORATION

President and Chief Executive Officer

and Interim Chief Financial Officer and Treasurer

(Duly Authorized Officer)

/S/ MARY DEAN HALL

Mary Dean Hall

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer and Duly Authorized Officer)

February 24, 2022

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Signature Title Date

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

President, Chief Executive Officer and Director

(Principal Executive Officer) February 24, 2022

/s/ Mary Dean Hall

Mary Dean Hall

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer) February 24, 2022

/s/ Phillip J.

Chief Accounting Officer and Corporate Controller

Chief Accounting Officer and Vice President of Financial Planning

(Principal Accounting Officer) February 24, 2022

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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