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Item 9A. Controls and Procedures

2023-02-28 compared with 2022-02-24 · 91 added, 34 removed, 216 unchanged (37% of the section changed)

5 unchanged sentences

Changes in Internal Control over Financial Reporting

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 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.

The implementation began with our pilot deployment in the first quarter of 2022, followed by our second deployment in the fourth quarter of 2022.

The final phase of our ERP implementation will occur in early 2023.

During the fourth quarter of 2022 we implemented updates and changes to our processes and related control activities, and have evaluated the operating effectiveness of related key controls.

As the last phase of our implementation progresses, we will give appropriate consideration to whether any process changes necessitate modifications to the design of and testing for effectiveness of internal controls over financial reporting.

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, 2022 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 over Financial Reporting

8 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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.

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, 2022 in connection with the Annual Meeting of Stockholders scheduled to be held on April 27, 2023 (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 Conduct, appearing under the caption “Code of Conduct” 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 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.

The information contained in the Proxy Statement in the section titled “Compensation Discussion and Analysis” and in the section titled “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

17 unchanged sentences

(1) Includes 334,860 stock options, 301,192 restricted stock units (RSUs) and 192,158 performance-based restricted stock units (PSUs) granted to employees and 5,715 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 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.

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 2020, 2021 and 2022 will pay out at the target (1.0x).

The target payout of the performance based vesting restricted stock unit awards is 192,158 shares.

22 unchanged sentences

Securities and Exchange Commission on December 10, 2018).

Equity Purchase Agreement, dated July 31, 2022, by and among Ingevity Corporation, Ozark Holdings, Inc., Ozark Materials, LLC and Ozark Logistics, LLC (incorporated by reference to Exhibit 2.1 to Ingevity Corporation’s Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on August 2, 2022).

Ingevity Corporation Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 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 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).

Ingevity Corporation Third Amended and Restated Bylaws, effective July 25, 2022 (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 July 27, 2022).

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

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).

Exhibit Description

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

1 unchanged sentence

Description of Registrant's Securities.*

Exhibit Description

Employee Matters Agreement between Ingevity Corporation and WestRock Company (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, as filed with the U.S.

28 unchanged sentences

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).

Exhibit Description

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.

2 unchanged sentences

Securities and Exchange Commission on May 16, 2016).

Exhibit Description

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

20 unchanged sentences

Non-Employee Director Terms and Conditions for Deferred Stock Units in lieu of Annual Cash Retainer under the Ingevity Corporation 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.14i to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).

Exhibit Description

Ingevity Corporation Deferred Compensation Plan, effective January 1, 2016.

1 unchanged sentence

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

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.

30 unchanged sentences

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

Hulme dated December 15, 2021.*

Hulme dated December 15, 2021 (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K, as filed with the U.S.