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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-28 · 33 added, 35 removed, 272 unchanged (20% 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, 2022, 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, 2023, 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(e) and 15d-15(e) 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

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

We have implemented a new global enterprise resource planning (“ERP”) system, which has replaced our prior operating and financial systems.

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.

The final phase of our ERP implementation occurred in early 2023.

We have implemented updates and changes to our processes and related control activities as a result of this implementation and have evaluated the operating effectiveness of related key controls.

Except as described above, there have been no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) during the year ended December 31, 2023 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

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OTHER INFORMATION

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended December 31, 2023.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

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, 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.

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, 2023 in connection with the Annual Meeting of Stockholders scheduled to be held on April 23, 2024 (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 “Board and Corporate Governance Matters - Code of Conduct” in the Proxy Statement, is incorporated herein by reference in response to this Item 10.

EXECUTIVE COMPENSATION

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restricted stock

Number of Securities

(B) Number of Securities

remaining available for

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Equity Compensation Plans approved by stockholders 901,787 $ 69.49 2,386,262

_______________

(1) Includes 278,383 stock options, 349,876 restricted stock units (RSUs) and 263,092 performance-based restricted stock units (PSUs) granted to employees and 10,436 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 2021, 2022 and 2023 will pay out at the target (1.0x).

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

(2) Represents the weighted-average exercise price of the outstanding stock options only.

The outstanding RSUs and PSUs are not included in this calculation.

(2) Includes 319,611 shares available for future issuance under the 2017 Ingevity Corporation Employee Stock Purchase Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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.

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 “Board and Corporate Governance Matters - Related Party Transactions” is incorporated herein by reference in response to this Item 13.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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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.

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.*

Description of Registrant's Securities (incorporated by reference to Exhibit 4.3 to Form 10-K filed February 28, 2023).

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.

Securities and Exchange Commission on May 16, 2016).

Exhibit Description

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

8 unchanged sentences

Securities and Exchange Commission on May 4, 2017).

Amended and Restated Crude Tall Oil and Black Liquor Soap Skimmings Agreement, dated as of March 20, 2023, by and among Ingevity Corporation, WestRock Shared Services, LLC, and WestRock MWV, LLC, on behalf of the affiliates of WestRock Company (incorporated by reference to Exhibit 10.1 to Ingevity Corporation’s Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on March 24, 2023).

Amendment No.

1 to that certain Amended and Restated Crude Tall Oil and Black Liquor Soap Skimmings Agreement dated as of March 20, 2023, dated as of November 1, 2023 by and among Ingevity Corporation, WestRock Shared Services, LLC, and WestRock MWV, LLC, on behalf of the affiliates of WestRock Company (incorporated by reference to Exhibit 10.1 to Ingevity Corporation’s Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on November 1, 2023).

Credit Agreement, dated as of March 7, 2016, among Ingevity Corporation, as U.S.

17 unchanged sentences

Exhibit Description

Amendment and Restatement Agreement, dated as of June 23, 2022, among Ingevity Corporation, Ingevity Holdings SRL, Ingevity UK Ltd, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as the administrative agent, and the lenders party thereto (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 June 24, 2022).

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).

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).

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).

Securities and Exchange Commission on October 30, 2019).

Trust Agreement, between Ingevity Corporation, The Bank of New York Mellon Trust Company, N.A.

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

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.

3 unchanged sentences

Securities and Exchange Commission on May 2, 2019).

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.

Securities and Exchange Commission on March 7, 2017).

Separation and Release Agreement, between Ingevity Corporation and D.

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).

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

1 unchanged sentence

Securities and Exchange Commission on August 24, 2020).

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).

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

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Securities and Exchange Commission on February 19, 2021).

Second Amendment to Crude Tall Oil Supply Agreement, dated March 21, 2023, by and among Georgia-Pacific LLC, on behalf of itself and its subsidiaries, GP Pine Chemicals LLC and Ingevity Corporation (incorporated by reference to Exhibit 10.2 to Ingevity Corporation’s Current Report on Form 8-K, as filed with the U.S.

Securities and Exchange Commission on March 24, 2023).

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.

5 unchanged sentences

Securities and Exchange Commission on February 24, 2022).

Exhibit Description

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

1 unchanged sentence

Securities and Exchange Commission on February 24, 2022).

Exhibit Description

Offer Letter between John C.

36 unchanged sentences

Securities and Exchange Commission on February 24, 2022).

Exhibit Description

Form of Performance-Based Cash Award under the Ingevity Corporation 2016 Omnibus Incentive Plan – International Employees (incorporated by reference to Exhibit 10.48 to the Company's Annual Report on Form 10-K, as filed with the U.S.

Securities and Exchange Commission on February 24, 2022).

Exhibit Description

Form of Service-Based Cash Award under the Ingevity Corporation 2016 Omnibus Incentive Plan – International Employees (incorporated by reference to Exhibit 10.49 to the Company's Annual Report on Form 10-K, as filed with the U.S.

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Securities and Exchange Commission on August 3, 2022).

Securities and Exchange Commission on June 24, 2022).

Exhibit Description

Transaction Support Agreement, dated July 31, 2022, by and among Ingevity Corporation, William H.

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Securities and Exchange Commission on August 2, 2022).

Separation and Severance Agreement, dated as of February 27, 2023 between Ingevity Corporation and Erik Ripple (incorporated by reference to Exhibit 10.1 to Ingevity Corporation’s Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on May 4, 2023).

Exhibit Description

Performance Chemicals Transformation Restricted Stock Unit Award dated effective as of May 1, 2023 between Ingevity Corporation and Richard A.

White (incorporated by reference to Exhibit 10.1 to Ingevity Corporation’s Quarterly Report on Form 10-Q, as filed with the U.S.

Securities and Exchange Commission on August 3, 2023).

Ingevity Corporation List of Significant Subsidiaries*

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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.*

Senior Executive Recoupment Policy.*

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.

38 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